Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this Security Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate filing offices and to value being given, the security interest granted pursuant to this Security Agreement is, and shall be, a legal, valid and perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted Liens. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documents.
Appears in 6 contracts
Samples: Pledge and Security Agreement (Coty Inc.), Pledge and Security Agreement (Coty Inc.), Pledge and Security Agreement (Coty Inc.)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral in which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e4.01(f), and has full power and authority to grant to the Term Collateral Agent the security interest Security Interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Term Collateral Agent, Agent for the benefit of the Notes Term Secured Parties, Parties a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtainedeffect, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectTerm Documents.
(b) The security interest granted pursuant Subject to this the limitations set forth in Section 4.01(c), the Security Agreement constitutes legal and Interest (i) will constitute valid perfected security interests in all the Collateral in favor of the Term Collateral Agent, on behalf of and for the Notes benefit of the Term Secured Parties, securing to secure the prompt and complete payment and performance of all Term Obligations, upon (A) in the Secured Obligations. Subject to case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Term Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices and to value being given, the security interest granted pursuant to this Security Agreement is, and shall be, a legal, valid and perfected security interest as set forth in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted Liens.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCCExhibit G hereto, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iiiB) in the case of Pledged Collateral that constitutes Tangible Instruments, Chattel Paper, Instruments or Paper and certificated Securities, in each casethe earlier of the delivery thereof, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor AgreementAgreements, delivery to the Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees) and the filing of the financing statements referred to be held in its possession in the United Statesclause (A), and (ivC) in the case of Collateral that consists constituting Intellectual Property, the earlier of Commercial Tort Claimsthe filing of the financing statements referred to in clause (A) (except in the case of Copyrights) and the completion of the filing, taking registration and recording of fully executed agreements substantially in the actions specified form of the Intellectual Property Security Agreement set forth in Section 4.6. No Grantor shall be required to Exhibit K hereto (x) grant in the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) United States Patent and Trademark Office or (y) take any actions under any laws outside of in the United States Copyright Office, as applicable, and/or (D) in the case of Deposit Accounts, upon the entering into Blocked Account Agreements and (ii) are prior to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of all other Liens on the Collateral Agent other than Liens permitted under Section 4.01(f) having priority over the Term Collateral Agent’s Lien either by operation of law or any Notes Secured Party with respect theretootherwise, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required including pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note DocumentsIntercreditor Agreements.
Appears in 3 contracts
Samples: Intercreditor Agreement (American Tire Distributors Holdings, Inc.), Intercreditor Agreement (ATD Corp), Intercreditor Agreement (ATD Corp)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectLoan Documents.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1, the security interest interests granted pursuant to this Security Agreement constitutes legal and (i) will constitute valid perfected security interests in all the Collateral in favor of the Collateral Agent, on behalf of and for the Notes benefit of the Secured Parties, securing to secure the prompt and complete payment and performance of the all Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices as set forth in Exhibit G hereto, (B) in the case of Instruments, Chattel Paper and to value being givencertificated Securities, the security interest granted pursuant earlier of the delivery thereof to this the Agent (or its non-fiduciary agent or designee) and the filing of the financing statements referred to in clause (A), (C) in the case of Collateral constituting Intellectual Property, the earlier of the filing of the financing statements referred to in clause (A) (except in the case of Copyrights) and the completion of the filing, registration and recording of fully executed agreements substantially in the form of the Intellectual Property Security Agreement is, and shall be, a legal, valid and perfected security interest set forth in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Exhibit J hereto (x) in the United States Patent and Trademark Office or (y) in the United States Copyright Office, as applicable, and/or (D) in the case of Deposit Accounts, upon the entering into of account control agreements and (ii) are prior to all other Liens on the Collateral other than Liens permitted under Section 4.1(e) having priority over the Agent’s Lien either by operation of law or otherwise, including pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted LiensABL Intercreditor Agreement.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed filings with United States’ governmental offices with respect to Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicableProperty, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 4.3 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.64.8, and (v) in the case of Collateral that constitutes Letter of Credit Rights, taking the actions specified in Section 4.9. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documents.
Appears in 2 contracts
Samples: Credit Agreement (Nexeo Solutions Finance Corp), Pledge and Security Agreement (Nexeo Solutions Finance Corp)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Collateral Agent, Agent for the benefit of the Notes Secured Parties, Parties a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectLoan Documents.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1, the security interest interests granted pursuant to this Security Agreement constitutes legal and (i) will constitute valid perfected security interests in all the Collateral in favor of the Collateral Agent, on behalf of and for the Notes benefit of the Secured Parties, securing to secure the prompt and complete payment and performance of the all Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices as set forth in Exhibit G hereto, (B) in the case of Instruments, Chattel Paper and to value being givencertificated Securities, the security interest granted pursuant earlier of the delivery thereof to this the Agent (or its non-fiduciary agent or designee) and the filing of the financing statements referred to in clause (A), (C) in the case of Collateral constituting Intellectual Property, the earlier of the filing of the financing statements referred to in clause (A) (except in the case of Copyrights) and the completion of the filing, registration and recording of fully executed agreements substantially in the form of the Intellectual Property Security Agreement is, and shall be, a legal, valid and perfected security interest set forth in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Exhibit K hereto (x) in the United States Patent and Trademark Office or (y) in the United States Copyright Office, as applicable, and/or (D) in the case of Deposit Accounts, upon the entering into Blocked Account Agreements and (ii) are prior to all other Liens on the Collateral other than Liens permitted under Section 4.1(e) having priority over the Agent’s Lien either by operation of law or otherwise, including pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted LiensIntercreditor Agreement.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed filings with United States’ governmental offices with respect to Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicableProperty, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 4.3 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Deposit Accounts, executing Blocked Account Agreements, to the extent required by Section 2.21 of the Credit Agreement, (v) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.64.7, and (vi) in the case of Collateral that constitutes Letter of Credit Rights, taking the actions specified in Section 4.8. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documents.
Appears in 1 contract
Samples: Pledge and Security Agreement (Am-Pac Tire Dist. Inc.)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), ) and has full power and authority to grant to the Notes Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of Indenture or the Note Documentsother Notes Documents and if the Credit Agreement is in effect, to the extent such consent, approval, registration, filing or other action is not required to be taken for the Secured Parties thereunder), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Notes Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1, the security interest interests granted pursuant to this Security Agreement constitutes legal and will constitute valid perfected security interests in all the Collateral in favor of the Notes Collateral Agent, on behalf of and for the Notes benefit of the Secured Parties, securing to secure the prompt and complete payment and performance of the all Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices as set forth in the Perfection Certificate; (B) in the case of Instruments, Tangible Chattel Paper and certificated Securities, the delivery thereof to the Notes Collateral Agent (or its non-fiduciary agent or designee) (or the Applicable Collateral Agent as bailee for perfection on behalf of the Notes Collateral Agent in accordance with the Pari Passu Intercreditor Agreement) and to value being given, the security interest granted pursuant to this Security Agreement is, and shall be, extent a legal, valid and perfected security interest in all such Collateral in which a security interest may be perfected by filing, recording or registering filing a financing statement or analogous document under the Uniform Commercial Code, the earlier of such date of delivery and the filing of the financing statements referred to in clause (A); (C) in the case of Collateral constituting United States federal registered or applied-for Intellectual Property and Intellectual Property Licenses pursuant to which any Grantor is granted an exclusive license under one or more registered United States Copyrights that are identified in such Intellectual Property Licenses, the UCC filing of the financing statements referred to in clause (A) and the completion of the filing and recording of fully executed Intellectual Property Security Agreements (x) in the USPTO or other applicable law(y) in the Copyright Office, as applicable; and (D) in the case of Pledged Collateral and Stock Rights of a UK Grantor, upon the registration of this Security Agreement by the Registrar of Companies within the time period specified in the Companies Xxx 0000, and in each case of the security interests in the Collateral described in (A) through (D), are prior to any all other Lien Liens on any of the Collateral, Collateral other than Liens permitted under Section 4.1(e) having priority over the security interest granted to the Notes Collateral Agent, for the benefit ’s Lien either by operation of the Notes Secured Parties, hereunder and Permitted Lienslaw or otherwise.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCCUniform Commercial Code of any applicable jurisdiction, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, applicable (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Notes Collateral Agent (or the Applicable Collateral Agent as bailee for perfection on behalf of the Notes Collateral Agent in accordance with the Pari Passu Intercreditor Agreement) to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6, and (v) in the case of Collateral of any UK Grantor, the delivery of a section 859D statement of particulars, a certified copy of this Security Agreement and the registration fee to the Registrar of Companies. No Grantor shall be required to (x) grant the Notes Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States (other than in the case of the UK Grantors, the laws of England and Wales) to grant, perfect or provide for the enforcement of any security interest (including with respect to any Intellectual Property registered that is located in, governed by, registered, issued or applied for in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including other than the United States, other than, with respect to foreign Intellectual Property)the UK Grantors, the UK Security Agreement. Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a Specified Jurisdiction Subsidiary, or as to the rights and remedies of the Notes Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, Indenture or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note other Notes Documents.
Appears in 1 contract
Samples: Pledge and Security Agreement (Cushman & Wakefield PLC)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Collateral Agent, Agent for the benefit of the Notes Secured Parties, Parties a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectLoan Documents.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1, the security interest interests granted pursuant to this Security Agreement constitutes legal and (i) will constitute valid perfected security interests in all the Collateral in favor of the Collateral Agent, on behalf of and for the Notes benefit of the Secured Parties, securing to secure the prompt and complete payment and performance of the all Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices as set forth in Exhibit G hereto, (B) in the case of Instruments, Chattel Paper and to value being givencertificated Securities, the security interest granted pursuant earlier of the delivery thereof to this the Agent (or its non-fiduciary agent or designee) and the filing of the financing statements referred to in clause (A), (C) in the case of Collateral constituting Intellectual Property, the earlier of the filing of the financing statements referred to in clause (A) (except in the case of Copyrights) and the completion of the filing, registration and recording of fully executed agreements substantially in the form of the Intellectual Property Security Agreement is, and shall be, a legal, valid and perfected security interest set forth in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Exhibit K hereto (x) in the United States Patent and Trademark Office or (y) in the United States Copyright Office, as applicable, and/or (D) in the case of Deposit Accounts, upon the entering into Blocked Account Agreements and (ii) are prior to all other Liens on the Collateral other than Liens permitted under Section 4.1(e) having priority over the Agent’s Lien either by operation of law or otherwise, including pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted LiensIntercreditor Agreement.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed filings with United States’ governmental offices with respect to Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicableProperty, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section Sections 4.2 and 4.4 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Deposit Accounts, executing Blocked Account Agreements, to the extent required by Section 2.21 of the Credit Agreement, (v) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.64.8, and (vi) in the case of Collateral that constitutes Letter of Credit Rights, taking the actions specified in Section 4.9. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documents.
Appears in 1 contract
Samples: Pledge and Security Agreement (American Tire Distributors Holdings, Inc.)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e)hereunder or by the Indenture, and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Indenture Document and subject to the limitations set forth thereinin Sections 4.11 and 4.18 of the Indenture, this Security Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor, securing the prompt and complete payment and performance of the Secured Obligations. No material consent or approval of, registration or filing with, or any other action by any Governmental Government Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms Sections 4.11 and 4.18 of the Note DocumentsIndenture), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Indenture Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a WeWork Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured ObligationsChange. Subject to the filing of (i) financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate filing offices and to value being givengiven and (ii) fully executed Intellectual Property Security Agreements in the USPTO or the USCO, or a successor office, as applicable, the security interest granted pursuant to this Security Agreement is, and shall be, a legal, valid and perfected security interest in all Collateral in which to the extent a security interest therein may be perfected by filing, recording or registering a financing statement statement, Intellectual Property Security Agreement or analogous document in the United States pursuant to the UCC Uniform Commercial Code or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted Liens.
(c) Liens permitted under Section 4.10 of the Indenture. Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCCUniform Commercial Code, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright OfficeUSCO, or a successor office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United StatesStates duly indorsed in a manner satisfactory to the Collateral Agent, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral, (y) grant the Collateral Agent perfection by possession with respect to any Collateral (other than in respect of (i) Pledged CollateralCollateral and (ii) cash collateral (and any accounts holding such cash collateral) required pursuant to the terms of the Indenture or any other Indenture Document) or (yz) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Lawlaw, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Indenture Documents or (C) on the Issue Closing Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Closing Date pursuant to Note the Indenture Documents.
Appears in 1 contract
Samples: Master Senior Secured Notes Note Purchase Agreement (WeWork Inc.)
Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or in and the full power and authority to transfer, transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e5.1(e), and has full power and authority to grant to the Collateral Agent for the ratable benefit of the Secured Parties the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this Security Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been prepared by the Collateral Agent based upon the information provided to this the Collateral Agent and the Secured Parties in the Perfection Certificate for filing in each governmental, county, municipal or other office specified in Section 2 of the Perfection Certificate (or specified by notice from the Borrowers to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations required by Sections 5.06 or 5.12 of the Term Loan Agreement), which are all the filings, recordings and registrations (other than filings to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Agreement constitutes legal Interest in the Collateral consisting of United States Patents, Trademarks and valid security interests Copyrights) that are necessary to perfect the Security Interest in respect of all Collateral in favor of which the Collateral AgentSecurity Interest may be perfected by filing, on behalf of recording or registration in the Notes Secured PartiesUnited States (or any political subdivision thereof) and its territories and possessions, securing the prompt and complete payment and performance of the Secured Obligations. Subject no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. When financing statements naming each have been filed in the appropriate offices against such Grantor as “debtor” and in the locations listed on Schedule IV, the Collateral Agent as “secured party” and describing the Collateral in the appropriate filing offices and to value being given, the security interest granted pursuant to this Security Agreement is, and shall be, will have a legal, valid and fully perfected security interest interest, for the ratable benefit of the Secured Parties, in all that Collateral of the Grantor in which a security interest may be perfected by filing, recording .
(c) No Grantor has filed or registering a consented to the filing of (i) any financing statement or analogous document in under the United States pursuant to the UCC Uniform Commercial Code or any other applicable law, prior to laws covering any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted Liens.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing any assignment which is still in effect in which any Grantor assigns any Collateral or any security agreement or similar instrument which is still in effect covering any Collateral with the United States Patent and recording fully executed Intellectual Property Security Agreements (x) in Trademark Office or the USPTO or (y) in the United States Copyright Office, as applicable, (iii) any notice under the Assignment of Claims Act of 1940, as amended, or (iv) any assignment in the case of Pledged which any Grantor assigns any Collateral that constitutes Tangible Chattel Paperor any security agreement or similar instrument covering any Collateral with any foreign governmental, Instruments municipal or certificated Securitiesother office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms 6.02 of the Intercreditor Agreement, delivery to Term Loan Agreement or the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of other Loan Documents. Each Grantor does not hold any Commercial Tort ClaimsClaims for amounts in excess of $100,000, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grantindividually, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty except as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) indicated on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note DocumentsSchedule III.
Appears in 1 contract
Title, Perfection and Priority. (a) Each Grantor The Debtor has good and valid rights in, or the power to transfer, the Collateral in which it has purported to grant a security interest hereunder, free and clear of all Liens except for the Liens permitted under Section 4.1(e)3.1(e) below, and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this .
(b) This General Security Agreement creates in favor favour of the Collateral Agent, for the benefit of itself, the Notes Lenders and the other Secured Parties, a valid security interest in the Collateral granted by each Grantorthe Debtor to secure the prompt and complete payment and performance of the Obligations and are prior to all other Liens on the Collateral other than Liens permitted under Section 3.1(e) below. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectLoan Documents.
(bc) The Subject to the limitations set forth in clause (d) of this Section 2.1, the security interest interests granted pursuant to this General Security Agreement constitutes legal and will constitute valid perfected security interests in all the Collateral in favor favour of the Collateral Agent, on behalf for the benefit of itself, the Notes Lenders and the other Secured Parties, securing to secure the prompt and complete payment and performance of all Obligations upon the Secured Obligations. Subject taking of all actions required under Applicable Law for the perfection of Liens on the Collateral, including, subject to clause (d) of this Section 2.1, but otherwise without limitation, the filing of PPSA financing statements naming or similar filings or registrations covering the appropriate Collateral in each Grantor as “debtor” applicable jurisdiction and filings in respect of registered and applied for Intellectual Property, and are prior to all other Liens on the Collateral Agent as “secured party” and describing the Collateral in the appropriate filing offices and to value being given, the security interest granted pursuant to this Security Agreement is, and shall be, a legal, valid and perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than Liens permitted under Section 3.1(e) below having priority over the security interest granted to the Collateral Agent, for the benefit ’s Lien either by operation of the Notes Secured Parties, hereunder and Permitted Lienslaw or otherwise.
(cd) Notwithstanding anything to the contrary herein, no Grantor the Debtor shall not be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCCPPSA, (ii) filing and recording fully executed filings with Canada’s governmental offices with respect to Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicableProperty, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 3.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists Deposit Accounts, executing Blocked Account Agreements, to the extent required by Section 2.21 of Commercial Tort Claims, taking the actions specified in Section 4.6Credit Agreement. No Grantor The Debtor shall not be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States Canada to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documents.
Appears in 1 contract
Samples: General Security Agreement (Nexeo Solutions Finance Corp)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), ) and has full power and authority to grant to the Notes Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of Indenture or the Note Documentsother Notes Documents and if the Credit Agreement is in effect, to the extent such consent, approval, registration, filing or other action is not required to be taken for the Secured Parties thereunder), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Notes Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1, the security interest interests granted pursuant to this Security Agreement constitutes legal and will constitute valid perfected security interests in all the Collateral in favor of the Notes Collateral Agent, on behalf of and for the Notes benefit of the Secured Parties, securing to secure the prompt and complete payment and performance of the all Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices as set forth in the Perfection Certificate; (B) in the case of Instruments, Tangible Chattel Paper and certificated Securities, the delivery thereof to the Notes Collateral Agent (or its non-fiduciary agent or designee) (or the Applicable Collateral Agent as bailee for perfection on behalf of the Notes Collateral Agent in accordance with the Pari Passu Intercreditor Agreement) and to value being given, the security interest granted pursuant to this Security Agreement is, and shall be, extent a legal, valid and perfected security interest in all such Collateral in which a security interest may be perfected by filing, recording or registering filing a financing statement or analogous document under the Uniform Commercial Code, the earlier of such date of delivery and the filing of the financing statements referred to in clause (A); (C) in the case of Collateral constituting United States federal registered or applied-for Intellectual Property and Intellectual Property Licenses pursuant to which any Grantor is granted an exclusive license under one or more registered United States Copyrights that are identified in such Intellectual Property Licenses, the UCC filing of the financing statements referred to in clause (A) and the completion of the filing and recording of fully executed Intellectual Property Security Agreements (x) in the USPTO or other applicable law(y) in the Copyright Office, as applicable; and (D) in the case of Pledged Collateral and Stock Rights of a UK Grantor, upon the registration of this Security Agreement by the Registrar of Companies within the time period specified in the Companies Act 2006, and in each case of the security interests in the Collateral described in (A) through (D), are prior to any all other Lien Liens on any of the Collateral, Collateral other than Liens permitted under Section 4.1(e) having priority over the security interest granted to the Notes Collateral Agent, for the benefit ’s Lien either by operation of the Notes Secured Parties, hereunder and Permitted Lienslaw or otherwise.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCCUniform Commercial Code of any applicable jurisdiction, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, applicable (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Notes Collateral Agent (or the Applicable Collateral Agent as bailee for perfection on behalf of the Notes Collateral Agent in accordance with the Pari Passu Intercreditor Agreement) to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6, and (v) in the case of Collateral of any UK Grantor, the delivery of a section 859D statement of particulars, a certified copy of this Security Agreement and the registration fee to the Registrar of Companies. No Grantor shall be required to (x) grant the Notes Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States (other than in the case of the UK Grantors, the laws of England and Wales) to grant, perfect or provide for the enforcement of any security interest (including with respect to any Intellectual Property registered that is located in, governed by, registered, issued or applied for in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including other than the United States, other than, with respect to foreign Intellectual Property)the UK Grantors, the UK Security Agreement. Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a Specified Jurisdiction Subsidiary, or as to the rights and remedies of the Notes Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, Indenture or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note other Notes Documents.
Appears in 1 contract
Samples: Pledge and Security Agreement (Cushman & Wakefield PLC)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), . and has full power and authority to grant to the Notes Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Notes Collateral Agent, Agent for the benefit of the Notes Secured Parties, Parties a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtainedeffect, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSenior Secured Notes Documents.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1, the security interest interests granted pursuant to this Security Agreement constitutes legal and (i) will constitute valid perfected security interests in all the Collateral in favor of the Notes Collateral Agent, on behalf of and for the Notes benefit of the Secured Parties, securing to secure the prompt and complete payment and performance of the all Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices as set forth in Exhibit G hereto, (B) in the case of Instruments, Chattel Paper and to value being givencertificated Securities, the security interest granted pursuant earlier of the delivery thereof to this the Notes Collateral Agent (or its non-fiduciary agent or designee) and the filing of the financing statements referred to in clause (A), (C) in the case of Collateral constituting Intellectual Property, the earlier of the filing of the financing statements referred to in clause (A) (except in the case of Copyrights) and the completion of the filing, registration and recording of fully executed agreements substantially in the form of the Intellectual Property Security Agreement is, and shall be, a legal, valid and perfected security interest set forth in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Exhibit K hereto (x) in the United States Patent and Trademark Office or (y) in the United States Copyright Office, as applicable, and/or (D) in the case of Deposit Accounts, upon the entering into Blocked Account Agreements and (ii) are prior to all other Liens on the Collateral other than Liens permitted under Section 4.1(e) having priority over the Notes Collateral Agent’s Lien either by operation of law or otherwise, including pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted LiensIntercreditor Agreement.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed filings with United States’ governmental offices with respect to Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicableProperty, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 4.3 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Notes Collateral Agent to be held in its possession in the United States, and (iv) in the case of Deposit Accounts, executing Blocked Account Agreements, to the extent required by Section 4.3 of this Agreement, (v) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.64.8 and (vi) in the case of Collateral that constitutes Letter-of-Credit Rights, taking the actions specified in Section 4.9. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documents.
Appears in 1 contract
Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or the power in and title to transfer, the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), hereunder and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or under approval of any other Note Document person other than any consent or approval that has been obtained. When financing statements naming such Grantor as debtor and subject to the limitations set forth therein, this Security Agreement creates in favor Agent as secured party and providing a description of the Collateral Agentwith respect to which such Grantor has purported to grant a security interest hereunder have been filed in the appropriate offices against such Grantor in the locations listed on Schedule 1.04 to the Perfection Certificate delivered on the Closing Date (or specified by notice from the Borrower Agent to the Agent after the Closing Date in the case of filings, for the benefit recordings or registrations required by Section 10.1.9 of the Notes Secured PartiesCredit Agreement), and at Companies House in England and Wales with respect to UK Domiciled Obligors, and in the RUG with respect to Mexican Domiciled Obligors, the Agent will have a valid fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in that Collateral of such Grantor in which a security interest may be perfected by filing of an initial financing statement in the Collateral granted by each appropriate office against such Grantor. No material consent ; provided (a) with respect to all Grantors, that the filing of this Agreement (or approval of, registration or filing with, a fully executed short-form agreement in form and substance reasonably satisfactory to the Agent) with the United States Patent and Trademark Office and the United States Copyright Office or any other action by any Governmental Authority successor office thereof (collectively, the “U.S. IP Filing Offices”) is required for the grant of necessary to perfect the security interest pursuant of the Agent in respect of any United States issued and applied for Patents, United States federally registered and applied for Trademarks and United States registered and applied for Copyrights (the “U.S. IP Filing Collateral”) acquired by such Grantor after the date hereof; (b) with respect to Canadian Domiciled Obligors, that the filing of this Security Agreement, except Agreement (i) such as have been obtained, taken, given or made a fully executed short-form agreement in form and are in full force and effect (except substance reasonably satisfactory to the extent not required to be obtained, taken, given Agent) with the Canadian Intellectual Property Office or made or in full force and effect pursuant to any successor office thereof (the terms of the Note Documents), (ii“Canadian IP Filing Office”) for filings and registrations is necessary to perfect Liens created pursuant to the Note Documents security interest of the Agent in respect of any Canadian issued and applied for Patents, Canadian federally registered and applied for Trademarks and Canadian registered and applied for Copyrights (the “Canadian IP Filing Collateral”) acquired by such Grantor after the date hereof and (iiic) those approvalswith respect to Mexican Domiciled Obligors, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to that the filing of financing statements naming each Grantor as the corresponding Mexican Asset Pledge (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Agent) with the Mexican Institute of Intellectual Property (Instituto Mexicano de la Propiedad Intelectual) or any successor office thereof (the “debtorMexican IP Filing Office” and, together with the U.S. IP Filing Offices and the Collateral Agent as Canadian IP Filing Office, the “secured party” and describing the Collateral in the appropriate filing offices and IP Filing Offices”) is necessary to value being given, perfect the security interest granted of the Agent in respect of any Mexican issued and applied for Patents, Mexican federally registered and applied for Trademarks and Mexican registered and applied for Copyrights (the “Mexican IP Filing Collateral” and, together with the U.S. IP Filing Collateral and the Canadian IP Filing Collateral, the “IP Filing Collateral”) acquired by such Grantor after the date hereof. When the Agent (or its agent or designee) takes possession or Control of all Collateral with respect to which a security interest may only be perfected by possession or Control, the Agent will have a fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in such Collateral. Such Grantor represents and warrants that fully executed security agreements in the form hereof (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Agent) and containing a description of all applicable Collateral consisting of IP Filing Collateral have been delivered to the Agent for recording by the applicable IP Filing Offices, with respect to the U.S. IP Filing Collateral pursuant to this Security Agreement is35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and shall bethe regulations thereunder, as applicable, and, with respect to the other IP Filing Collateral, pursuant to Applicable Law, to establish a legal, valid and perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States pursuant to the UCC or other applicable law, prior to any other Lien on any favor of the Collateral, other than the security interest granted to the Collateral Agent, Agent (for the benefit of the Notes Foreign Facility Secured Parties) in respect of all Collateral consisting of IP Filing Collateral. When such security agreements or short-form agreements have been filed in the applicable IP Filing Offices against such Grantor, hereunder the Agent will have a fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in respect of all Collateral consisting of IP Filing Collateral, and Permitted Liens.
no further or subsequent filing or recording will be necessary (cother than the financing statements referred to in the paragraph above and such actions as are necessary to perfect the security interest in favor of the Agent (for the benefit of the Foreign Facility Secured Parties) Notwithstanding anything with respect to any IP Filing Collateral acquired by such Grantor after the contrary herein, no Grantor date hereof). None of the U.S. Obligors shall be required required, nor is the Agent authorized, to perfect the security interests created hereby granted by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control this Agreement with respect to any Collateral (other than in respect Intellectual Property arising out of Pledged Collateral) or (y) take any actions under any laws located outside of the United States to grant, perfect or provide for States. None of the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there Foreign Domiciled Obligors shall be no required, nor is the Agent authorized, to perfect the security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including interests granted by this Agreement with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge Property arising out of or security interest in any Equity Interests located outside of any both the United States and the country under the laws of which such Foreign SubsidiaryDomiciled Obligor is organized, incorporated or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documentsformed.
Appears in 1 contract
Samples: Foreign Facility Guarantee and Collateral Agreement (Horizon Global Corp)
Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or the power to transfer, in the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder, free and clear of all Liens except for (other than Liens permitted under Section 4.1(e) (collectively, “Permitted Liens)) (which rights are in any event sufficient under Section 9-203 of the UCC), and has full power and authority to grant to the Collateral Agent Agent, for the security interest benefit of the Secured Parties, the Security Interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this Security This Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest Security Interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant by such Grantor of the security interest pursuant to this Security Agreement, except except:
(i) such as have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note DocumentsCollateral and Guarantee Requirement), ,
(ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and Loan Documents, and
(iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the business, financial condition or operations of the Company and the Subsidiaries, taken as a whole, or a material adverse effect on the rights and remedies of the Secured Parties with respect to the Collateral or under this Agreement.
(b) The Subject to (x) the limitations set forth in clause (c) of this Section 3.1 and (y) the Collateral and Guarantee Requirement, the Security Interest granted by such Grantor constitutes (i) a valid security interest granted and (ii) with respect to any:
(A) Collateral in which a security interest may be perfected by filing a financing statement in the United States (or any political subdivision thereof) pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral AgentUCC, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to upon the filing of UCC financing statements naming each such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate filing offices and office set forth opposite such Grantor’s name on Schedule II hereto,
(B) IP Collateral (to value being given, the security interest granted extent such IP Collateral cannot be perfected pursuant to this subparagraph (A) above), upon the filing and recording of fully executed Intellectual Property Security Agreement is, and shall be, a legal, valid and perfected security interest in all Agreements describing the IP Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document consisting of U.S. Copyrights in the United States Copyright Office within the time period(s) required pursuant to 17 U.S.C. § 205; and
(C) Pledged Collateral that consists of “certificated securities” (within the UCC or other applicable law, prior to any other Lien on any meaning of Section 8-102(a)(4) of the CollateralUCC) (“Certificated Pledged Equity Interests”) or “instruments” (within the meaning of Section 9-102(a)(47) of the UCC) (“Pledged Instruments”), other than upon the security interest granted delivery (and continued possession) of the certificates or instruments evidencing such Pledged Collateral to the Collateral AgentAgent in the State of New York in accordance with this Agreement, will constitute a perfected (subject to Permitted Liens) security interest, in each case, in such Collateral in favor of the Collateral Agent for the benefit of the Notes Secured Parties, hereunder and Parties to the extent that any such action can achieve such perfection. Such Security Interest is prior to all other Liens (other than Permitted Liens).
(c) Notwithstanding anything to the contrary hereinherein or in any other Loan Document, no Grantor is or will be required to:
(i) take any action to grant or perfect the Security Interest with respect to any Excluded Asset(s);
(ii) take any action that the definition of Collateral and Guarantee Requirement expressly provides that such Grantor shall not be required to take;
(iii) perfect the security interests created hereby Security Interest by any means other than those filings and other actions described in (ia) filings pursuant to the UCCclauses (A), (iiB) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each caseand, to the extent included in the Collateral and required by Section 4.2 herein4.2, and subject (C) of Section 3.1(b)(ii) (including, for the avoidance of doubt, taking any action to perfect the terms Security Interest in any Letter-of-Credit Rights other than the filing of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, a UCC financing statement) and (ivb) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral Commercial Tort Claims constituting Collateral, Section 4.5; or
(other than in respect of Pledged Collateraliv) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including except with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1)Fixtures covered by a Mortgage, no Grantor makes make any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documentsfixture filing.
Appears in 1 contract
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Collateral Agent, Agent for the benefit of the Notes Secured Parties, Parties a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectLoan Documents.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1, the security interest interests granted pursuant to this Security Agreement constitutes legal and (i) will constitute valid perfected security interests in all the Collateral in favor of the Collateral Agent, on behalf of and for the Notes benefit of the Secured Parties, securing to secure the prompt and complete payment and performance of all of the Grantor’s Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the PPSA (or similar legislation) of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices as set forth in Exhibit G hereto, (B) in the case of Instruments, Chattel Paper and to value being givencertificated Securities, the security interest granted pursuant earlier of the delivery thereof to this Security Agreement isthe Agent (or its non-fiduciary agent or designee) and the filing of the financing statements referred to in clause (A), (C) in the case of Collateral constituting Intellectual Property, the earlier of the filing of the financing statements referred to in clause (A) (except in the case of Copyrights) and shall be, a legal, valid and perfected security interest in all Collateral in which a security interest may be perfected by the completion of the filing, registration and recording or registering of a financing statement or analogous document fully executed intellectual property security agreement in the United States pursuant to Canadian Intellectual Property Office, and/or (D) in the UCC or other applicable lawcase of Deposit Accounts, upon the entering into of Blocked Account Agreements and (ii) are prior to any all other Lien Liens on any of the Collateral, Collateral other than Liens permitted under Section 4.1(e) having priority over the security interest granted to the Collateral Agent, for the benefit ’s Lien either by operation of the Notes Secured Parties, hereunder and Permitted Lienslaw or otherwise.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCCPPSA or similar legislation of any other jurisdiction in which the Collateral may be located from time to time, (ii) filing and recording fully executed filings with the Canadian Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicableOffice with respect to Intellectual Property, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section Sections 4.2 and 4.4 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States or Ontario, provided that if delivery is made to the Agent in the United States, such Grantor is, or shall become, party the U.S. Security Agreement and (iv) in the case of Collateral that consists of Commercial Tort ClaimsDeposit Accounts, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grantexecuting Blocked Account Agreements, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms by Section 2.21 of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note DocumentsCredit Agreement.
Appears in 1 contract
Samples: Pledge and Security Agreement (American Tire Distributors Holdings, Inc.)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Loan Document and subject to the limitations set forth thereinin the Collateral and Guarantee Requirement, this Security Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note DocumentsCollateral and Guarantee Requirement), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Loan Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate filing offices and to value being given, the security interest granted pursuant to this Security Agreement is, and shall be, a legal, valid and perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted LiensLiens permitted under Section 6.02 of the Credit Agreement.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-non U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents Collateral and Guarantee Requirement or (C) on the Issue Closing Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Closing Date pursuant to Note Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Coty Inc.)
Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or the power in and title to transfer, the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), hereunder and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document hereto and subject to execute, deliver and perform its obligations in accordance with the limitations set forth thereinterms of this Agreement, this Security Agreement creates in favor of without the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or of any other action by person other than any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have consent or approval that has been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to the filing of When financing statements naming each such Grantor as “debtor” debtor and the Collateral Agent as “secured party” party and describing providing a description of the Collateral with respect to which such Grantor has purported to grant a security interest hereunder have been filed in the appropriate offices against such Grantor in the locations listed on Schedule 1.04 to the Perfection Certificate delivered on the Closing Date (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 5.12 or 5.13 of the Credit Agreement), the Collateral Agent will have a fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in that Collateral of the Grantor in which a security interest may be perfected by filing offices of an initial financing statement in the appropriate office against such Grantor; provided that the filing of this Agreement (or a fully executed short-form agreement in form and substance reasonably satisfactory to value being given, the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office or any successor office thereof is necessary to perfect the security interest granted of the Collateral Agent in respect of any United States issued and applied for Patents, United States federally registered and applied for Trademarks and United States registered and applied for Copyrights acquired by such Grantor after the date hereof. When the Collateral Agent takes possession or Control of all Collateral with respect to which a security interest may only be perfected by possession or Control, the Collateral Agent will have a fully perfected first priority (or such other priority required by any of the Intercreditor Agreements) security interest, subject only to Liens permitted under Section 5.1(e), in such Collateral. Such Grantor represents and warrants that fully executed security agreements in the form hereof (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Collateral Agent) and containing a description of all Collateral consisting of Intellectual Property with respect to United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office or any successor office thereof pursuant to this Security Agreement is35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and shall bethe regulations thereunder, as applicable, to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights in which a security interest may be perfected by filing, filing or recording or registering a financing statement or analogous document in the United States pursuant Patent and Trademark Office and the United States Copyright Office or any successor office thereof. When such security agreements or short-form agreements have been filed in the United States Patent and Trademark Office and the United States Copyright Office against such Grantor, the Collateral Agent will have a fully perfected first priority security interest, subject only to the UCC Liens permitted under Section 5.1(e), in respect of all Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights in which a security interest may be perfected by filing or other applicable lawrecording in such offices, prior to any other Lien on any of the Collateral, and no further or subsequent filing or recording will be necessary (other than the financing statements referred to in the paragraph above and such actions as are necessary to perfect the security interest granted to in favor of the Collateral Agent, Agent (for the benefit of the Notes Secured Parties, hereunder and Permitted Liens.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (other than and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights acquired by such Grantor after the date hereof). Within the time period set forth in respect of Pledged Collateral) or (y) take any actions under any laws outside Schedule 5.13 of the United States to grant, perfect Credit Agreement (or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty such later date as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent may agree in its sole discretion), each Grantor party to this Agreement as of the Closing Date shall provide a perfected security interest over substantially all material intellectual property owned by such Grantor but registered or any Notes Secured Party with respect theretolicensed in a foreign country other than the U.S. where such a perfected security interest can readily be provided, under foreign Law, (B) omitting only that material intellectual property the pledge and/or perfection of which would, in such Grantor’s good faith reasonable judgement, impose upon the Grantor or creation of any security interestapplicable Subsidiary material costs or material operational issues, or which the effects cost of perfection or non-perfectiondoing so would, as reasonably agreed between such Grantor and the priority or Administrative Agent, exceed the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documentsbenefit thereof.
Appears in 1 contract
Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or the power in and title to transfer, the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), hereunder and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document hereto and subject to execute, deliver and perform its obligations in accordance with the limitations set forth thereinterms of this Agreement, this Security Agreement creates in favor of without the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or of any other action by person other than any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have consent or approval that has been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to the filing of When financing statements naming each such Grantor as “debtor” debtor and the Collateral Agent as “secured party” party and describing providing a description of the Collateral with respect to which such Grantor has purported to grant a security interest hereunder have been filed in the appropriate offices against such Grantor in the locations listed on Schedule 1.04 to the Perfection Certificate delivered on the Closing Date (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 5.12 or 5.13 of the Credit Agreement) and at Companies House in England and Wales with respect to UK Domiciled Grantors, and in the RUG with respect to Mexican Domiciled Grantors, the Collateral Agent will have a fully perfected first priority security interest (or such other priority as required by the Intercreditor Agreements), subject only to Liens permitted under Section 5.1(e), in that Collateral of thesuch Grantor and in which a security interest may be perfected by filing offices of an initial financing statement in the appropriate office against such Grantor; provided (a) with respect to all Grantors, that the filing of this Agreement (or a fully executed short-form agreement in form and substance reasonably satisfactory to value being giventhe Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office or any successor office thereof (collectively, the “U.S. IP Filing Offices”) is necessary to perfect the security interest granted of the Collateral Agent in respect of any United States issued and applied for Patents, United States federally registered and applied for Trademarks and United States registered and applied for Copyrights (the “U.S. IP Filing Collateral”) acquired by such Grantor after the date hereof; (b) with respect to Canadian Domiciled Grantors, that the filing of this Agreement (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Agent) with the Canadian Intellectual Property Office or any successor office thereof (the “Canadian IP Filing Office”) is necessary to perfect the security interest of the Agent in respect of any Canadian issued and applied for Patents, Canadian federally registered and applied for Trademarks and Canadian registered and applied for Copyrights (the “Canadian IP Filing Collateral”) acquired by such Grantor after the date hereof, (c) with respect to Mexican Domiciled Grantors, that the filing of the corresponding Mexican Asset Pledge (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Agent) with the Mexican Institute of Intellectual Property (Instituto Mexicano de la Propiedad Intelectual) or any successor office thereof (the “Mexican IP Filing Office” and, together with the U.S. IP Filing Office and the Canadian IP Filing Office, the “IP Filing Offices”) is necessary to perfect the security interest of the Agent in respect of any Mexican issued and applied for Patents, Mexican federally registered and applied for Trademarks and Mexican registered and applied for Copyrights (the “Mexican IP Filing Collateral” and, together with the U.S. IP Filing Collateral, the Canadian IP Filing Collateral and the Mexican IP Filing Collateral, the “IP Filing Collateral”) acquired by such Grantor after the date hereof. When the Collateral Agent (or its agent or designee) takes possession or Control of all Collateral with respect to which a security interest may only be perfected by possession or Control under all Applicable Laws, the Collateral Agent will have a fully perfected first priority (or such other priority required by any of the Intercreditor Agreements) security interest, subject only to Liens permitted under Section 5.1(e), in such Collateral. Such Grantor represents and warrants that fully executed security agreements in the form hereof (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Collateral Agent) and containing a description of all applicable Collateral consisting of Intellectual Property with respect to United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) CopyrightsIP Filing Collateral have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office or any successor office thereofapplicable IP Filing Offices, with respect to the U.S. IP Filing Collateral pursuant to this Security Agreement is35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and shall bethe regulations thereunder, as applicable, and, with respect to the other IP Filing Collateral, pursuant to Applicable Law, to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights in which a security interest may be perfected by filing, filing or recording or registering a financing statement or analogous document in the United States pursuant Patent and Trademark Office and the United States Copyright Office or any successor office thereofIP Filing Collateral. When such security agreements or short-form agreements have been filed in the United States Patent and Trademark Office and the United States Copyright Officeapplicable IP Filing Offices against such Grantor, the Collateral Agent will have a fully perfected first priority security interest, subject only to the UCC Liens permitted under Section 5.1(e), in respect of all Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights in which a security interest may be perfected by filing or other applicable law, prior to any other Lien on any of the recording in such offices,IP Filing Collateral, and no further or subsequent filing or recording will be necessary (other than the financing statements referred to in the paragraph above and such actions as are necessary to perfect the security interest granted to in favor of the Collateral Agent, Agent (for the benefit of the Notes Secured Parties, hereunder and Permitted Liens.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any IP Filing Collateral (other than in respect consisting of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights acquired by such Grantor after the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Propertydate hereof). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) Within the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest time period set forth in any Equity Interests of any Foreign Subsidiary, or as Exhibit E to the rights and remedies of Fifth Amendment (or such later date as the Collateral Agent may agree in its sole discretion), each Grantor party to this Agreement as of the Fifth Amendment Effective Date shall provide a perfected security interest over substantially all material intellectual property owned by such Grantor but registered or any Notes Secured Party with respect theretolicensed in a foreign country other than the U.S. where such a perfected security interest can readily be provided, under foreign Law, (B) omitting only that material intellectual property the pledge and/or perfection of which would, in such Grantor’s good faith reasonable judgment, would impose upon the Grantor or creation of any security interestapplicable Subsidiary material costs or material operational issues, or which the effects cost of perfection or non-perfectiondoing do would, as reasonably agreed between such Grantor and the priority or Administrative Agent, exceed the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documents.benefit thereof..
Appears in 1 contract
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectLoan Documents.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1, the security interest interests granted pursuant to this Security Agreement constitutes legal and (i) will constitute valid perfected security interests in all the Collateral in favor of the Collateral Agent, on behalf of and for the Notes benefit of the Secured Parties, securing to secure the prompt and complete payment and performance of the all Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices as set forth in Exhibit G hereto, (B) in the case of Instruments, Chattel Paper and to value being givencertificated Securities, the security interest granted pursuant earlier of the delivery thereof to this the Agent (or its non-fiduciary agent or designee) and the filing of the financing statements referred to in clause (A), (C) in the case of Collateral constituting Intellectual Property, the earlier of the filing of the financing statements referred to in clause (A) (except in the case of Copyrights) and the completion of the filing, registration and recording of fully executed agreements substantially in the form of the Intellectual Property Security Agreement is, and shall be, a legal, valid and perfected security interest set forth in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Exhibit K hereto (x) in the United States Patent and Trademark Office or (y) in the United States Copyright Office, as applicable, and/or (D) in the case of Deposit Accounts, upon the entering into Blocked Account Agreements and (ii) are prior to all other Liens on the Collateral other than Liens permitted under Section 4.1(e) having priority over the Agent’s Lien either by operation of law or otherwise, including pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted LiensABL Intercreditor Agreement.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed filings with United States’ governmental offices with respect to Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicableProperty, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 4.4 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Deposit Accounts, executing Blocked Account Agreements, to the extent required by Section 2.21 of the Credit Agreement, (v) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.64.8, and (vi) in the case of Collateral that constitutes Letter of Credit Rights, taking the actions specified in Section 4.9. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documents.
Appears in 1 contract
Samples: Pledge and Security Agreement (Nexeo Solutions Finance Corp)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral in which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e4.1(d), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this Security This Collateral Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Noteholder Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Collateral Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Notes Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which required to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectperfected thereunder.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1 and the final sentence of Article II hereof, the security interest interests granted pursuant to this Security Collateral Agreement constitutes legal and (i) will constitute valid perfected security interests in all the Collateral in favor of the Collateral Agent, on behalf of and for the Notes benefit of the Noteholder Secured Parties, securing to secure the prompt and complete payment and performance of the all Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices set forth in the Perfection Certificate, (B) in the case of Instruments, Tangible Chattel Paper and to value being givencertificated Securities, the security interest granted pursuant earlier of the delivery thereof to this Security the Collateral Agent (or its non-fiduciary Collateral Agent or designee) and the filing of the financing statements referred to in clause (A), (C) in the case of Collateral constituting Intellectual Property, the filing of the financing statements referred to in clause (A) and the completion of the filing and recording of fully executed agreements substantially in the form of the Intellectual Property Collateral Agreement is, and shall be, a legal, valid and perfected security interest set forth in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Exhibit C hereto (x) in the United States Patent and Trademark Office or (y) in the United States Copyright Office, as applicable, and/or (D) in the case of Deposit Accounts, upon the entering into deposit account control agreement in accordance with the terms of the ABL Credit Agreement and (ii) are prior to all other Liens on the Collateral other than Liens permitted under Section 4.1(d) having priority over the Collateral Agent’s Lien either by operation of law or otherwise, including pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted LiensABL/Bond Intercreditor Agreement.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed filings with United States’ governmental offices with respect to Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicableProperty, (iii) in the case of Pledged the Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and which Collateral constitutes Pledged Collateral and is required to be pledged by Section 4.2 herein, 4.3 herein and subject to other than checks received in the terms ordinary course of the Intercreditor Agreementbusiness, delivery to the Collateral Agent to be held in its possession in the United States, States and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.64.7. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documents.
Appears in 1 contract
Samples: Notes Collateral Agreement (Builders FirstSource, Inc.)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral in which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), ) and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note DocumentsCollateral and Guarantee Requirement), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Loan Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1 and to the Collateral and Guarantee Requirement, the security interest interests granted pursuant to this Security Agreement constitutes legal and (i) will constitute valid perfected security interests in all the Collateral in favor of the Collateral Agent, on behalf of and for the Notes benefit of the Secured Parties, securing to secure the prompt and complete payment and performance of the all Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices as set forth in the Perfection Certificate, (B) in the case of Instruments, Tangible Chattel Paper and certificated Securities, the delivery thereof to the Collateral Agent (or its non-fiduciary agent or designee) and to value being given, the security interest granted pursuant to this Security Agreement is, and shall be, extent a legal, valid and perfected security interest in all such Collateral in which a security interest may be perfected by filing, recording or registering filing a financing statement or analogous document under the Uniform Commercial Code, the earlier of such date of delivery and the filing of the financing statements referred to in clause (A) and (C) in the case of Collateral constituting United States federal registered or applied-for Intellectual Property and Intellectual Property Licenses pursuant to which any Grantor is granted an exclusive license to one or more registered United States Copyrights that are identified in such Intellectual Property Licenses, the UCC filing of the financing statements referred to in clause (A) and the completion of the filing and recording of fully executed Intellectual Property Security Agreements (x) in the USPTO or other applicable law(y) in the Copyright Office, as applicable, and (ii) are prior to any all other Lien Liens on any of the Collateral, Collateral other than the security interest granted to Liens permitted under Section 4.1(e) having priority over the Collateral Agent, for the benefit ’s Lien either by operation of the Notes Secured Parties, hereunder and Permitted Lienslaw or otherwise.
(c) Notwithstanding anything to the contrary herein, subject to Section 7.11 with respect to any Parent Company or Restricted Subsidiary organized in a foreign jurisdiction, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCCUniform Commercial Code of any applicable jurisdiction, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 4.3 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Propertyjurisdiction). Notwithstanding anything herein (including this Section 3.13.1 and subject to Section 7.11 with respect to any Parent Company or Restricted Subsidiary organized in a foreign jurisdiction), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents Collateral and Guarantee Requirement or (C) on the Issue DateClosing Date and until required pursuant to Section 6.13 or 4.01(1)(c) of the Credit Agreement, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Closing Date pursuant to Note DocumentsSection 4.01(1)(c) of the Credit Agreement.
Appears in 1 contract
Samples: Pledge and Security Agreement (Ensemble Health Partners, Inc.)
Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or the power in and title to transfer, the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), hereunder and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or under approval of any other Note Document person other than any consent or approval that has been obtained. When financing statements naming such Grantor as debtor and subject to the limitations set forth therein, this Security Agreement creates in favor Agent as secured party and providing a description of the Collateral Agentwith respect to which such Grantor has purported to grant a security interest hereunder have been filed in the appropriate offices against such Grantor in the locations listed on Schedule 1.04 to the Perfection Certificate delivered on the Closing Date (or specified by notice from the Borrower Agent to the Agent after the Closing Date in the case of filings, for the benefit recordings or registrations required by Section 10.1.9 of the Notes Secured PartiesCredit Agreement), the Agent will have a valid fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in that Collateral of the Grantor in which a security interest may be perfected by filing of an initial financing statement in the Collateral granted by each appropriate office against such Grantor. No material consent ; provided that the filing of this Agreement (or approval of, registration or filing with, a fully executed short-form agreement in form and substance reasonably satisfactory to the Agent) with the United States Patent and Trademark Office and the United States Copyright Office or any other action by any Governmental Authority successor office thereof is required for the grant of necessary to perfect the security interest of the Agent in respect of any United States issued and applied for Patents, United States federally registered and applied for Trademarks and United States registered and applied for Copyrights acquired by such Grantor after the date hereof. When the Agent (or its agent or designee, including without limitation to the Term Agent, as Agent’s agent for perfection pursuant to this Security Section 3.2 of the Intercreditor Agreement) takes possession or Control of all Collateral with respect to which a security interest may only be perfected by possession or Control, except the Agent will have a fully perfected first priority (ior such other priority required by the Intercreditor Agreement) security interest, subject only to Liens permitted under Section 5.1(e), in such as Collateral. Such Grantor represents and warrants that fully executed security agreements in the form hereof (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Agent) and containing a description of all Collateral consisting of Intellectual Property with respect to United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights have been obtained, taken, given or made and are in full force and effect (except delivered to the extent not required to be obtained, taken, given Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office or made or in full force and effect any successor office thereof pursuant to the terms of the Note Documents)35 U.S.C. § 261, (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations 15 U.S.C. § 1060 or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to the filing of financing statements naming each Grantor as “debtor” 17 U.S.C. § 205 and the Collateral Agent regulations thereunder, as “secured party” and describing the Collateral in the appropriate filing offices and applicable, to value being given, the security interest granted pursuant to this Security Agreement is, and shall be, establish a legal, valid and perfected security interest in favor of the Agent (for the benefit of the Secured Parties) in respect of all Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights in which a security interest may be perfected by filing, filing or recording or registering a financing statement or analogous document in the United States pursuant Patent and Trademark Office and the United States Copyright Office or any successor office thereof. When such security agreements or short-form agreements have been filed in the United States Patent and Trademark Office and the United States Copyright Office against such Grantor, the Agent will have a fully perfected first priority (or such other priority required by the Intercreditor Agreement) security interest, subject only to the UCC Liens permitted under Section 5.1(e), in respect of all Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights in which a security interest may be perfected by filing or other applicable lawrecording in such offices, prior to any other Lien on any of the Collateral, and no further or subsequent filing or recording will be necessary (other than the financing statements referred to in the paragraph above and such actions as are necessary to perfect the security interest granted to in favor of the Collateral Agent, Agent (for the benefit of the Notes Secured Parties, hereunder ) with respect to any Collateral consisting of United States issued Patents and Permitted Liens.
Patent applications and United States federally registered Trademarks (cand Trademarks for which United States registration applications are pending) Notwithstanding anything to and United States registered (and applied for) Copyrights acquired by such Grantor after the contrary herein, no Grantor date hereof). None of the Grantors shall be required required, nor is the Agent authorized, to perfect the security interests created hereby granted by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control this Agreement with respect to any Collateral (other than in respect Intellectual Property arising out of Pledged Collateral) or (y) take any actions under any laws located outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note DocumentsStates.
Appears in 1 contract
Samples: Loan Agreement (Horizon Global Corp)
Title, Perfection and Priority. (a) Each Such Grantor has good title and good and valid rights in, in or the power to transfer, transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e5.1(e), and has full corporate or similar organizational power and authority to grant to the Collateral Administrative Agent the security interest in such Collateral pursuant hereto. Except With respect to each Grantor party hereto on the Closing Date, when financing statements naming such Grantor as otherwise contemplated hereby or under any other Note Document debtor and subject to the limitations set forth therein, this Security Agreement creates in favor Administrative Agent as secured party and providing a description of the Collateral Agent, for the benefit of the Notes Secured Parties, with respect to which such Grantor has purported to grant a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as hereunder have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral filed in the appropriate filing offices and to value being givenagainst such Grantor in the locations listed on Schedule 4.19(a) of the Credit Agreement, the Administrative Agent will have a fully perfected first priority security interest granted pursuant interest, subject only to this Security Agreement isPermitted Liens, and shall be, a legal, valid and perfected security interest in all that Collateral of the Grantor in which a security interest may be perfected by filing, recording or registering a filing of an initial financing statement in the appropriate office against such Grantor; provided that the filing of this Agreement (or analogous document a short form Intellectual Property security agreement substantially in the form of Exhibit D) with the United States pursuant to Patent and Trademark Office and the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted Liens.
(c) Notwithstanding anything to the contrary herein, no Grantor shall United States Copyright Office may be required necessary to perfect the security interests created hereby by interest of the Administrative Agent in respect of any means other than registered or applied for Patents, Trademarks and Copyrights (i) filings pursuant owned by or exclusively licensed to such Grantor as of the UCC, date hereof or (ii) filing acquired or created by, or exclusively licensed to, such Grantor after the date hereof (such registered and recording fully executed applied for Patents, Trademarks and Copyrights described in this clause (ii), the “After-Acquired Registered Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright OfficeProperty”). When, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Applicable Intercreditor Agreement (if any), the Pledged Collateral is delivered to the Administrative Agent in accordance with this Agreement, delivery to the Collateral Administrative Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the will have a fully perfected first priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note DocumentsPledged Collateral.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Ultra Clean Holdings, Inc.)
Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral in which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Notes Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This U.S. Security Agreement creates is effective to create in favor of the Notes Collateral Agent, Agent for the benefit of the Notes Secured PartiesParties a legal, a valid and enforceable security interest and Lien (except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar law generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) in and on the Collateral granted by each GrantorGrantor in which a security interest or Lien can be created under applicable law. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this U.S. Security Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectDocuments.
(b) The Subject to the terms of the Intercreditor Agreement and the limitations set forth in clause (c) and clause (d) of this Section 3.1, the security interest interests granted pursuant to this U.S. Security Agreement constitutes legal and (i) will constitute valid perfected security interests in all the Collateral in favor of the Notes Collateral Agent, on behalf of and for the benefit of the Notes Secured Parties, securing to secure the prompt and complete payment and performance of all Indenture Obligations, upon (A) in the Secured Obligations. Subject to case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements in the Location of each Grantor naming each such Grantor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices as set forth on Schedule 2 hereto, (B) in the case of Instruments, Tangible Chattel Paper and to value being givencertificated Securities, the security interest granted pursuant earlier of the delivery thereof to this the Notes Collateral Agent (or its non-fiduciary agent, designee or bailee) and the filing of the financing statements referred to in clause (A), (C) in the case of Collateral constituting Recordable Intellectual Property, the filing of the financing statements referred to in clause (A) and the completion of the filing and recording of fully executed agreements substantially in the form of the Intellectual Property Security Agreement is, and shall be, a legal, valid and perfected security interest set forth in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Exhibit B hereto (x) in the United States pursuant Patent and Trademark Office, (y) in the United States Copyright Office or (z) in the Canadian Intellectual Property Office, as applicable, and/or (D) in the case of any Deposit Account, upon the entering into of an account control agreement with respect to the UCC or other applicable law, such Deposit Account and (ii) are prior to any all other Lien Liens on any of the Collateral, Collateral other than Liens permitted under Section 4.1(e) having priority over the security interest granted to the Notes Collateral Agent, for the benefit ’s Lien either by operation of the Notes Secured Parties, hereunder and Permitted Lienslaw or otherwise.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed filings with United States’ or Canadian governmental offices with respect to Recordable Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicableProperty, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by to be provided under the provisions of Section 4.2 herein, and subject to the terms of the Intercreditor Agreement4.4, delivery to the Notes Collateral Agent (or its non-fiduciary agent, designee or bailee) to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.64.8 and (v) after the discharge in full of all Domestic Priority Debt only, in the case of Collateral that consists of Deposit Accounts (other than Excluded Accounts), taking the actions specified in Section 4.2. No For avoidance of doubt, no Grantor shall be required to (x) grant the Collateral Agent perfection through deliver control agreements with respect to, or confer perfection by Control with respect to “control” over, any Deposit Accounts, Securities Accounts or other Collateral (other than Tangible Chattel Paper, Instruments and certificated Securities that, in respect of Pledged Collateraleach case, constitutes Collateral (but only to the extent required by Section 4.6 hereof) or and Deposit Accounts (ybut only to the extent required by Section 4.2 hereof)).
(d) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything to the contrary herein (including this and subject to the limitations set forth in Section 3.1)3.1(c) hereof, it is understood and agreed that, at any time prior to the discharge in full of all Domestic Priority Debt, no Grantor makes shall be required by this U.S. Security Agreement (i) to take any representation action to perfect or warranty as to (A) make enforceable the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiaryLiens created hereunder unless it has taken, or as is required to take, a comparable action to perfect or make enforceable the rights and remedies Liens of the each ABL Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) created by the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note ABL Debt Documents or (Cii) on the Issue Date, the pledge or creation of to take any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note DocumentsExcluded Collateral Actions.
Appears in 1 contract
Samples: Security Agreement (SunOpta Inc.)
Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or the power in and title to transfer, the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), hereunder and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document hereto and subject to execute, deliver and perform its obligations in accordance with the limitations set forth thereinterms of this Agreement, this Security Agreement creates in favor of without the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or of any other action by person other than any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have consent or approval that has been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to the filing of When financing statements naming each such Grantor as “debtor” debtor and the Collateral Agent as “secured party” party and describing providing a description of the Collateral with respect to which such Grantor has purported to grant a security interest hereunder have been filed in the appropriate offices against such Grantor in the locations listed on Schedule 1.04 to the Perfection Certificate delivered on the Closing Date (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 5.12 or 5.13 of the Credit Agreement), the Collateral Agent will have a fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in that Collateral of the Grantor in which a security interest may be perfected by filing offices of an initial financing statement in the appropriate office against such Grantor; provided that the filing of this Agreement (or a fully executed short-form agreement in form and substance reasonably satisfactory to value being given, the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office or any successor office thereof is necessary to perfect the security interest granted of the Collateral Agent in respect of any United States issued and applied for Patents, United States federally registered and applied for Trademarks and United States registered and applied for Copyrights acquired by such Grantor after the date hereof. When the Collateral Agent takes possession or Control of all Collateral with respect to which a security interest may only be perfected by possession or Control, the Collateral Agent will have a fully perfected first priority (or such other priority required by the Intercreditor Agreement) security interest, subject only to Liens permitted under Section 5.1(e), in such Collateral. Such Grantor represents and warrants that fully executed security agreements in the form hereof (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Collateral Agent) and containing a description of all Collateral consisting of Intellectual Property with respect to United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office or any successor office thereof pursuant to this Security Agreement is35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and shall bethe regulations thereunder, as applicable, to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights in which a security interest may be perfected by filing, filing or recording or registering a financing statement or analogous document in the United States pursuant Patent and Trademark Office and the United States Copyright Office or any successor office thereof. When such security agreements or short-form agreements have been filed in the United States Patent and Trademark Office and the United States Copyright Office against such Grantor, the Collateral Agent will have a fully perfected first priority security interest, subject only to the UCC Liens permitted under Section 5.1(e), in respect of all Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights in which a security interest may be perfected by filing or other applicable lawrecording in such offices, prior to any other Lien on any of the Collateral, and no further or subsequent filing or recording will be necessary (other than the financing statements referred to in the paragraph above and such actions as are necessary to perfect the security interest granted to in favor of the Collateral Agent, Agent (for the benefit of the Notes Secured Parties, hereunder ) with respect to any Collateral consisting of United States issued Patents and Permitted Liens.
Patent applications and United States federally registered Trademarks (cand Trademarks for which United States registration applications are pending) Notwithstanding anything to and United States registered (and applied for) Copyrights acquired by such Grantor after the contrary herein, no Grantor date hereof). None of the Grantors shall be required required, nor is the Collateral Agent authorized, to perfect the security interests created hereby granted by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control this Agreement with respect to any Collateral (other than in respect Intellectual Property arising out of Pledged Collateral) or (y) take any actions under any laws located outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note DocumentsStates.
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Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Loan Document and subject to the limitations set forth thereinin the Collateral and Guarantee Requirement, this Security Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note DocumentsCollateral and Guarantee Requirement), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Loan Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate filing offices and to value being given, the security interest granted pursuant to this Security Agreement is, and shall be, a legal, valid and perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted LiensLiens permitted under Section 6.02 of the Credit Agreement.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents Collateral and Guarantee Requirement or (C) on the Issue Closing Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Closing Date pursuant to Note Loan Documents.
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Title, Perfection and Priority. (a) Each Grantor has good and valid rights in, or the power to transfer, the Collateral which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this This Security Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured PartiesCreditors, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Loan Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which required to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectperfected thereunder.
(b) The Subject to the limitations set forth in clause (c) of this Section 3.1 and the final sentence of Article II hereof, the security interest interests granted pursuant to this Security Agreement constitutes legal and (i) will constitute valid perfected security interests in all the Collateral in favor of the Collateral Agent, on behalf of and for the Notes benefit of the Secured PartiesCreditors, securing to secure the prompt and complete payment and performance of the all Secured Obligations. Subject to , upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate applicable filing offices set forth in the Perfection Certificate, (B) in the case of Instruments, Tangible Chattel Paper and to value being givencertificated Securities, the security interest granted pursuant earlier of the delivery thereof to this the Agent (or its non-fiduciary agent or designee) and the filing of the financing statements referred to in clause (A), (C) in the case of Collateral constituting Intellectual Property, the filing of the financing statements referred to in clause (A) and the completion of the filing and recording of fully executed agreements substantially in the form of the Intellectual Property Security Agreement is, and shall be, a legal, valid and perfected security interest set forth in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Exhibit C hereto (x) in the United States Patent and Trademark Office or (y) in the United States Copyright Office, as applicable, and/or (D) in the case of Deposit Accounts, upon the entering into Blocked Account Agreements and (ii) are prior to all other Liens on the Collateral other than Liens permitted under Section 4.1(e) having priority over the Agent’s Lien either by operation of law or otherwise, including pursuant to the UCC or other applicable law, prior to any other Lien on any of the Collateral, other than the security interest granted to the Collateral Agent, for the benefit of the Notes Secured Parties, hereunder and Permitted LiensABL/Bond Intercreditor Agreement.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed filings with United States’ governmental offices with respect to Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicableProperty, (iii) in the case of Pledged the Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and which Collateral constitutes Pledged Collateral and is required to be pledged by Section 4.2 herein, 4.4 herein and subject to other than checks received in the terms ordinary course of the Intercreditor Agreementbusiness, delivery to the Collateral Agent to be held in its possession in the United States, (iv) in the case of Deposit Accounts, executing Blocked Account Agreements, to the extent required by Section 2.21 of the Credit Agreement and (ivv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.64.8. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral (other than in respect of Pledged Collateral) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documents.
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Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or the power in and title to transfer, the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), hereunder and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or under approval of any other Note Document person other than any consent or approval that has been obtained. When financing statements naming such Grantor as debtor and subject to the limitations set forth therein, this Security Agreement creates in favor Agent as secured party and providing a description of the Collateral Agentwith respect to which such Grantor has purported to grant a security interest hereunder have been filed in the appropriate offices against such Grantor in the locations listed on Schedule 1.04 to the Perfection Certificate delivered on the Closing Date (or specified by notice from the Borrower Agent to the Agent after the Closing Date in the case of filings, for the benefit recordings or registrations required by Section 10.1.9 of the Notes Secured PartiesCredit Agreement), and at Companies House in England and Wales with respect to UK Domiciled Obligors, and in the RUG with respect to Mexican Domiciled Obligors, the Agent will have a valid fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in that Collateral of such Grantor in which a security interest may be perfected by filing of an initial financing statement in the Collateral granted by each appropriate office against such Grantor. No material consent ; provided
(a) with respect to all Grantors, that the filing of this Agreement (or approval of, registration or filing with, a fully executed short-form agreement in form and substance reasonably satisfactory to the Agent) with the United States Patent and Trademark Office and the United States Copyright Office or any other action by any Governmental Authority successor office thereof (collectively, the “U.S. IP Filing Offices”) is required for the grant of necessary to perfect the security interest pursuant of the Agent in respect of any United States issued and applied for Patents, United States federally registered and applied for Trademarks and United States registered and applied for Copyrights (the “U.S. IP Filing Collateral”) acquired by such Grantor after the date hereof; (b) with respect to Canadian Domiciled Obligors, that the filing of this Security Agreement, except Agreement (i) such as have been obtained, taken, given or made a fully executed short-form agreement in form and are in full force and effect (except substance reasonably satisfactory to the extent not required to be obtained, taken, given Agent) with the Canadian Intellectual Property Office or made or in full force and effect pursuant to any successor office thereof (the terms of the Note Documents), (ii“Canadian IP Filing Office”) for filings and registrations is necessary to perfect Liens created pursuant to the Note Documents security interest of the Agent in respect of any Canadian issued and applied for Patents, Canadian federally registered and applied for Trademarks and Canadian registered and applied for Copyrights (the “Canadian IP Filing Collateral”) acquired by such Grantor after the date hereof and (iiic) those approvalswith respect to Mexican Domiciled Obligors, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to that the filing of financing statements naming each Grantor as the corresponding Mexican Asset Pledge (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Agent) with the Mexican Institute of Intellectual Property (Instituto Mexicano de la Propiedad Intelectual) or any successor office thereof (the “debtorMexican IP Filing Office” and, together with the U.S. IP Filing Offices and the Collateral Agent as Canadian IP Filing Office, the “secured party” and describing the Collateral in the appropriate filing offices and IP Filing Offices”) is necessary to value being given, perfect the security interest granted of the Agent in respect of any Mexican issued and applied for Patents, Mexican federally registered and applied for Trademarks and Mexican registered and applied for Copyrights (the “Mexican IP Filing Collateral” and, together with the U.S. IP Filing Collateral and the Canadian IP Filing Collateral, the “IP Filing Collateral”) acquired by such Grantor after the date hereof. When the Agent (or its agent or designee) takes possession or Control of all Collateral with respect to which a security interest may only be perfected by possession or Control, the Agent will have a fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in such Collateral. Such Grantor represents and warrants that fully executed security agreements in the form hereof (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Agent) and containing a description of all applicable Collateral consisting of IP Filing Collateral have been delivered to the Agent for recording by the applicable IP Filing Offices, with respect to the U.S. IP Filing Collateral pursuant to this Security Agreement is35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and shall bethe regulations thereunder, as applicable, and, with respect to the other IP Filing Collateral, pursuant to Applicable Law, to establish a legal, valid and perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States pursuant to the UCC or other applicable law, prior to any other Lien on any favor of the Collateral, other than the security interest granted to the Collateral Agent, Agent (for the benefit of the Notes Foreign Facility Secured Parties) in respect of all Collateral consisting of IP Filing Collateral. When such security agreements or short-form agreements have been filed in the applicable IP Filing Offices against such Grantor, hereunder the Agent will have a fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in respect of all Collateral consisting of IP Filing Collateral, and Permitted Liens.
no further or subsequent filing or recording will be necessary (cother than the financing statements referred to in the paragraph above and such actions as are necessary to perfect the security interest in favor of the Agent (for the benefit of the Foreign Facility Secured Parties) Notwithstanding anything with respect to any IP Filing Collateral acquired by such Grantor after the contrary herein, no Grantor date hereof). None of the U.S. Obligors shall be required required, nor is the Agent authorized, to perfect the security interests created hereby granted by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control this Agreement with respect to any Collateral (other than in respect Intellectual Property arising out of Pledged Collateral) or (y) take any actions under any laws located outside of the United States to grant, perfect or provide for States. None of the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there Foreign Domiciled Obligors shall be no required, nor is the Agent authorized, to perfect the security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including interests granted by this Agreement with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge Property arising out of or security interest in any Equity Interests located outside of any both the United States and the country under the laws of which such Foreign SubsidiaryDomiciled Obligor is organized, incorporated or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documentsformed.
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Samples: Foreign Facility Guarantee and Collateral Agreement
Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or the power in and title to transfer, the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), hereunder and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document hereto and subject to execute, deliver and perform its obligations in accordance with the limitations set forth thereinterms of this Agreement, this Security Agreement creates in favor of without the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or of any other action by person other than any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have consent or approval that has been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to the filing of When financing statements naming each such Grantor as “debtor” debtor and the Collateral Agent as “secured party” party and describing providing a description of the Collateral with respect to which such Grantor has purported to grant a security interest hereunder have been filed in the appropriate offices against such Grantor in the locations listed on Schedule 1.04 to the Perfection Certificate delivered on the Closing Date (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 5.12 or 5.13 of the Credit Agreement), the Collateral Agent will have a fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in that Collateral of the Grantor in which a security interest may be perfected by filing offices of an initial financing statement in the appropriate office against such Grantor; provided that the filing of this Agreement (or a fully executed short-form agreement in form and substance reasonably satisfactory to value being given, the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office or any successor office thereof is necessary to perfect the security interest granted of the Collateral Agent in respect of any United States issued and applied for Patents, United States federally registered and applied for Trademarks and United States registered and applied for Copyrights acquired by such Grantor after the date hereof. When the Collateral Agent takes possession or Control of all Collateral with respect to which a security interest may only be perfected by possession or Control, the Collateral Agent will have a fully perfected first priority (or such other priority required by any of the Intercreditor AgreementAgreements) security interest, subject only to Liens permitted under Section 5.1(e), in such Collateral. Such Grantor represents and warrants that fully executed security agreements in the form hereof (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Collateral Agent) and containing a description of all Collateral consisting of Intellectual Property with respect to United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office or any successor office thereof pursuant to this Security Agreement is35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and shall bethe regulations thereunder, as applicable, to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights in which a security interest may be perfected by filing, filing or recording or registering a financing statement or analogous document in the United States pursuant Patent and Trademark Office and the United States Copyright Office or any successor office thereof. When such security agreements or short-form agreements have been filed in the United States Patent and Trademark Office and the United States Copyright Office against such Grantor, the Collateral Agent will have a fully perfected first priority security interest, subject only to the UCC Liens permitted under Section 5.1(e), in respect of all Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights in which a security interest may be perfected by filing or other applicable lawrecording in such offices, prior to any other Lien on any of the Collateral, and no further or subsequent filing or recording will be necessary (other than the financing statements referred to in the paragraph above and such actions as are necessary to perfect the security interest granted to in favor of the Collateral Agent, Agent (for the benefit of the Notes Secured Parties) with respect to any Collateral consisting of United States issued Patents and Patent applications and United States federally registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered (and applied for) Copyrights acquired by such Grantor after the date hereof). None of the Grantors shall be required, hereunder and Permitted Liens.
(c) Notwithstanding anything nor isWithin the time period set forth in Exhibit E to the contrary hereinFifth Amendment (or such later date as the Collateral Agent authorized, no Grantor shall be required to perfect the security interests created hereby granted by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control this Agreement with respect to any Collateral (other than in respect Intellectual Property arising out of Pledged Collateral) or (y) take any actions under any laws located outside of the United States States.may agree in its sole discretion), each Grantor party to grant, perfect or this Agreement as of the Fifth Amendment Effective Date shall provide for the enforcement of any a perfected security interest (including any Intellectual Property over substantially all material intellectual property owned by such Grantor but registered or licensed in any non-a foreign country other than the U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or where such a perfected security interest can readily be provided, omitting only that material intellectual property the pledge and/or perfection of which would, in any Equity Interests of any Foreign Subsidiarysuch Grantor’s good faith reasonable judgement, impose upon the Grantor or applicable Subsidiary material costs or material operational issues, or which the cost of doing so would, as to reasonably agreed between such Grantor and the rights and remedies of Administrative Agent, exceed the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documentsbenefit thereof.
Appears in 1 contract
Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or the power in and title to transfer, the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), hereunder and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document hereto and subject to execute, deliver and perform its obligations in accordance with the limitations set forth thereinterms of this Agreement, this Security Agreement creates in favor of without the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or of any other action by person other than any Governmental Authority is required for the grant of the security interest pursuant to this Security Agreement, except (i) such as have consent or approval that has been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note Documents), (ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The security interest granted pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral Agent, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to the filing of When financing statements naming each such Grantor as “debtor” debtor and the Collateral Agent as “secured party” party and describing providing a description of the Collateral with respect to which such Grantor has purported to grant a security interest hereunder have been filed in the appropriate offices against such Grantor in the locations listed on Schedule 1.04 to the Perfection Certificate delivered on the Closing Date (or specified by written notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 5.12 or 5.13 of the Credit Agreement) and at Companies House in England and Wales with respect to UK Domiciled Grantors, and in the RUG with respect to Mexican Domiciled Grantors, the Collateral Agent will have a fully perfected first priority security interest, (or such other priority as required by the Intercreditor Agreements), subject only to Liens permitted under Section 5.1(e), in that Collateral of such Grantor and in which a security interest may be perfected by filing offices of an initial financing statement in the appropriate office against such Grantor; provided
(a) with respect to all Grantors, that the filing of this Agreement (or a fully executed short-form agreement in form and substance reasonably satisfactory to value being giventhe Collateral Agent and the Lender Representative) with the United States Patent and Trademark Office and the United States Copyright Office or any successor office thereof (collectively, the “U.S. IP Filing Offices”) is necessary to perfect the security interest granted of the Collateral Agent in respect of any United States issued and applied for Patents, United States federally registered and applied for Trademarks and United States registered and applied for Copyrights (the “U.S. IP Filing Collateral”) acquired by such Grantor after the date hereof; (b) with respect to Canadian Domiciled Grantors, that the filing of this Agreement (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Collateral Agent) with the Canadian Intellectual Property Office or any successor office thereof (the “Canadian IP Filing Office”) is necessary to perfect the security interest of the Collateral Agent in respect of any Canadian issued and applied for Patents, Canadian federally registered and applied for Trademarks and Canadian registered and applied for Copyrights (the “Canadian IP Filing Collateral”) acquired by such Grantor after the date hereof, (c) with respect to Mexican Domiciled Grantors, that the filing of the corresponding Mexican Asset Pledge (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Collateral Agent) with the Mexican Institute of Intellectual Property (Instituto Mexicano de la Propiedad Intelectual) or any successor office thereof (the “Mexican IP Filing Office” and, together with the U.S. IP Filing Office and the Canadian IP Filing Office, the “IP Filing Offices”) is necessary to perfect the security interest of the Collateral Agent in respect of any Mexican issued and applied for Patents, Mexican federally registered and applied for Trademarks and Mexican registered and applied for Copyrights (the “Mexican IP Filing Collateral” and, together with the U.S. IP Filing Collateral, the Canadian IP Filing Collateral and the Mexican IP Filing Collateral, the “IP Filing Collateral”) acquired by such Grantor after the date hereof. When the Collateral Agent (or its agent or designee) takes possession or Control of all Collateral with respect to which a security interest may only be perfected by possession or Control under all Applicable Laws, the Collateral Agent will have a fully perfected first priority (or such other priority required by any of the Intercreditor Agreements) security interest, subject only to Liens permitted under Section 5.1(e), in such Collateral. Such Grantor represents and warrants that fully executed security agreements in the form hereof (or a fully executed short-form agreement in form and substance reasonably satisfactory to the Collateral Agent and the Lender Representative) and containing a description of all applicable Collateral consisting of IP Filing Collateral have been delivered to the Collateral Agent (or its designee) for recording by the applicable IP Filing Offices, with respect to the U.S. IP Filing Collateral pursuant to this Security Agreement is35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and shall bethe regulations thereunder, as applicable, and, with respect to the other IP Filing Collateral, pursuant to Applicable Law, to establish a legal, valid and perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States pursuant to the UCC or other applicable law, prior to any other Lien on any favor of the Collateral, other than the security interest granted to the Collateral Agent, Agent (for the benefit of the Notes Secured Parties) in respect of all Collateral consisting of IP Filing Collateral. When such security agreements or short-form agreements have been filed in the applicable IP Filing Offices against such Grantor, hereunder the Collateral Agent will have a fully perfected first priority security interest, subject only to Liens permitted under Section 5.1(e), in respect of all Collateral consisting of IP Filing Collateral, and Permitted Liens.
no further or subsequent filing or recording will be necessary (cother than the financing statements referred to in the paragraph above and such actions as are necessary to perfect the security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) Notwithstanding anything with respect to any IP Filing Collateral acquired by such Grantor after the contrary herein, no Grantor date hereof) None of the U.S. Domiciled Grantors shall be required required, nor is the Collateral Agent authorized, to perfect the security interests created hereby granted by any means other than (i) filings pursuant to the UCC, (ii) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 herein, and subject to the terms of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, and (iv) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control this Agreement with respect to any Collateral (other than in respect Intellectual Property arising out of Pledged Collateral) or (y) take any actions under any laws located outside of the United States to grant, perfect or provide for States. None of the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there Foreign Domiciled Grantors shall be no required, nor is the Collateral Agent authorized, to perfect the security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including interests granted by this Agreement with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1), no Grantor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge Collateral arising out of or security interest in any Equity Interests located outside of any both the United States and the country under the laws of which such Foreign SubsidiaryDomiciled Grantor is organized, incorporated or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documentsformed.
Appears in 1 contract
Samples: Second Lien Term Loan Credit Agreement (Horizon Global Corp)
Title, Perfection and Priority. (a) Each Such Grantor has good and valid rights in, or the power to transfer, in the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder, free and clear of all Liens except for (other than Liens permitted under Section 4.1(e) (collectively, “Permitted Liens)) (which rights are in any event sufficient under Section 9‑203 of the UCC), and has full power and authority to grant to the Collateral Agent Agent, for the security interest benefit of the Secured Parties, the Security Interest in such Collateral pursuant hereto. Except as otherwise contemplated hereby or under any other Note Document and subject to the limitations set forth therein, this Security This Agreement creates in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, a valid security interest Security Interest in the Collateral granted by each Grantor. No material consent or approval of, registration or filing with, or any other action by any Governmental Authority is required for the grant by such Grantor of the security interest pursuant to this Security Agreement, except except:
(i) such as have been obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the terms of the Note DocumentsCollateral and Guarantee Requirement), ,
(ii) for filings and registrations necessary to perfect Liens created pursuant to the Note Documents and Loan Documents, and
(iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the business, financial condition or operations of the Company and the Subsidiaries, taken as a whole, or a material adverse effect on the rights and remedies of the Secured Parties with respect to the Collateral or under this Agreement.
(b) The Subject to (x) the limitations set forth in clause (c) of this Section 3.1 and (y) the Collateral and Guarantee Requirement, the Security Interest granted by such Grantor constitutes (i) a valid security interest granted and (ii) with respect to any:
(A) Collateral in which a security interest may be perfected by filing a financing statement in the United States (or any political subdivision thereof) pursuant to this Security Agreement constitutes legal and valid security interests in all Collateral in favor of the Collateral AgentUCC, on behalf of the Notes Secured Parties, securing the prompt and complete payment and performance of the Secured Obligations. Subject to upon the filing of UCC financing statements naming each such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the appropriate filing offices and office set forth opposite such Grantor’s name on Schedule II hereto,
(B) IP Collateral (to value being given, the security interest granted extent such IP Collateral cannot be perfected pursuant to this subparagraph (A) above), upon the filing and recording of fully executed Intellectual Property Security Agreement is, and shall be, a legal, valid and perfected security interest in all Agreements describing the IP Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document consisting of U.S. Copyrights in the United States Copyright Office within the time period(s) required pursuant to 17 U.S.C. § 205; and
(C) Pledged Collateral that consists of “certificated securities” (within the UCC or other applicable law, prior to any other Lien on any meaning of Section 8-102(a)(4) of the CollateralUCC) (“Certificated Pledged Equity Interests”) or “instruments” (within the meaning of Section 9-102(a)(47) of the UCC) (“Pledged Instruments”), other than upon the security interest granted delivery (and continued possession) of the certificates or instruments evidencing such Pledged Collateral to the Collateral AgentAgent in the State of New York in accordance with this Agreement, will constitute a perfected (subject to Permitted Liens) security interest, in each case, in such Collateral in favor of the Collateral Agent for the benefit of the Notes Secured Parties, hereunder and Parties to the extent that any such action can achieve such perfection. Such Security Interest is prior to all other Liens (other than Permitted Liens).
(c) Notwithstanding anything to the contrary hereinherein or in any other Loan Document, no Grantor is or will be required to:
(i) take any action to grant or perfect the Security Interest with respect to any Excluded Asset(s); or
(ii) take any action that the definition of Collateral and Guarantee Requirement expressly provides that no Grantor shall be required to take.
(iii) perfect the security interests created hereby Security Interest by any means other than those filings and other actions described in (ia) filings pursuant to the UCCclauses (A), (iiB) filing and recording fully executed Intellectual Property Security Agreements (x) in the USPTO or (y) in the Copyright Office, as applicable, (iii) in the case of Pledged Collateral that constitutes Tangible Chattel Paper, Instruments or certificated Securities, in each caseand, to the extent included in the Collateral and required by Section 4.2 herein4.2, and subject (C) of Section 3.1(b)(ii) (including, for the avoidance of doubt, taking any action to perfect the terms Security Interest in any Letter-of-Credit Rights other than the filing of the Intercreditor Agreement, delivery to the Collateral Agent to be held in its possession in the United States, a UCC financing statement) and (ivb) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) grant the Collateral Agent perfection through control agreements or perfection by Control with respect to any Collateral Commercial Tort Claims constituting Collateral, Section 4.5; or
(other than in respect of Pledged Collateraliv) or (y) take any actions under any laws outside of the United States to grant, perfect or provide for the enforcement of any security interest (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including except with respect to foreign Intellectual Property). Notwithstanding anything herein (including this Section 3.1)Fixtures covered by a Mortgage, no Grantor makes make any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Notes Secured Party with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the terms of the Note Documents or (C) on the Issue Date, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Issue Date pursuant to Note Documentsfixture filing.
Appears in 1 contract
Samples: Collateral Agreement (CSRA Inc.)
