UK Security Documents the Trustee Act 2000 shall not apply to the duties of the Collateral Trustee in relation to the trusts constituted by the U.K. Pledge Agreement and the U.K. Security Agreement. Where there are any inconsistencies between the Trustee Xxx 0000 or the Trustee Xxx 0000 and the provisions of this Agreement and those of the U.K. Pledge Agreement and the U.K. Security Agreement, the provisions of this Agreement and those of the U.K. Pledge Agreement and the U.K. Security Agreement shall, to the extent permitted by law, prevail, and in the case of any inconsistency with the Trustee Xxx 0000, the provisions of this Agreement and those of the U.K. Pledge Agreement and the U.K. Security Agreement shall constitute a restriction or exclusion for the purposes of that Act.
UK Security Documents. Notwithstanding the foregoing provisions in this Article IX, each of the Lenders hereby acknowledges that the Collateral Agents hold the Collateral the subject of the UK Security Documents as trustee for and on behalf of the Secured Parties in accordance with the terms of the declaration of trust set out in each UK Security Document and that the terms of its appointment, and such trust, shall be as set out (or referred to) in each such UK Security Document.
UK Security Documents. After the date hereof the Borrower shall, to the extent reasonably possible, at its own expense, execute and do all such assurances, acts and things to effect first ranking, perfected security interests for the benefit of the Secured Parties with respect to the BMT Tolling Conversion Agreement and the Anode Supply Agreement; provided, however that the Borrower shall not be required to obtain the consent or acknowledgment of any counterparty to either agreement.
UK Security Documents. Collateral Agent shall have received:
(i) duly executed copies of (a) a supplemental security deed in respect of that certain English-law Debenture dated 4 June 2019 between Apollo UK and Collateral Agent; and (b) a supplemental security deed in respect of that certain English-law Share Charge dated 4 June 2019 between Apollo Endo and Collateral Agent (the “Supplemental Security Documents”);
(ii) a copy of the “PSC Register” (within the meaning of section 790C(10) of the Companies Act 2006) of Apollo UK; together with confirmation from a director of Apollo UK (i) that “no warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of the Apollo UK shares pledged as Collateral and no circumstances exist at the time of such confirmation which allow such notice to be issued; or (ii) that Apollo UK is not required to comply with Part 21A of the Companies Xxx 0000;
(iii) copies of the articles of association and certificate of incorporation of Apollo UK;
(iv) resolutions adopted by Apollo UK’s board of directors for the purpose of approving the transactions contemplated by the Supplemental Security Documents;
(v) resolutions adopted by the sole shareholder of Apollo UK for the purpose of approving the transactions contemplated by the Supplemental Security Documents;
(vi) a copy of the specimen signature of each person authorized by the resolutions delivered pursuant to Section 4(d)(iv) of this Amendment;
(vii) certificates (as customary in the jurisdiction of Apollo UK and containing specimen signatures) of a director confirming that guaranteeing or securing the Loans would not cause any guaranteeing or similar limit binding on Apollo UK to be exceeded and certifying that each copy document relating to it specified in Section 4(d)(ii)-(vi) are correct, complete and in full force and effect and has not been amended or superseded as at such date; US-DOCS\113444263.10 221467570 v3
(viii) an English law legal opinion of English law counsel regarding only the capacity and due execution of Apollo UK to enter into the Supplemental Security Documents, addressed to the Loan Parties and dated as of the same date as the Supplemental Security Documents, in form and substance reasonably satisfactory to Collateral Agent; and
(ix) such other documents as Collateral Agent may reasonably request.
UK Security Documents. Share Charge between Metacontinental Inc., as Chargor, and BDC Capital, in respect of the shares of Medical Wireless Sensing Ltd.
UK Security Documents. Title documents in respect of the freehold property known as Patheon Building, Kingfisher Drive Swindon with title number WT288918 shall be delivered to the Collateral Agent (or its designee) within forty-five (45) days following the Closing Date. Within ninety (90) days following the Closing Date, the completion of certain real estate post-closing obligations listed on Schedule 6.10(c) of the Credit Agreement.
UK Security Documents. The Agent shall have received an executed version of each UK Security Documents, in each case, in form, substance and number satisfactory to the Agent.
UK Security Documents. Notwithstanding any provision of this Agreement to the contrary (i) the pledge of shares in the capital of Artilium Group UK by Pareteum Corporation as pledgor in favor of the Collateral Agent as pledgee and collateral agent and the Lenders as pledgees shall be governed by the UK Security Documents and not by this Agreement and (ii) if in connection with the grant of a security interest in the Collateral or exercise of remedies by the Collateral Agent under this Agreement or by the Collateral Agent under the UK Security Documents, a court of competent jurisdiction in the United States or England, as applicable, determines that the grant of a security interest in all or any part of the Collateral or any exercise of remedies by the Collateral Agent is governed by the UK Security Documents, then such UK Security Documents (and not this Agreement) shall control and supersede this Agreement, in each case, solely with respect to the grant of security interest in such Collateral or any exercise of remedies by the Collateral Agent with respect to such Collateral.
UK Security Documents. The parties hereby acknowledge and agree that, on or before the initial borrowing under Subsection 1.1.3, the UK Credit Parties shall execute and deliver the UK Security Documents, each in form and substance satisfactory to Agent and Lenders.
UK Security Documents. 7.2.1. On or prior to the date of any establishment of UK Revolver Commitments, each UK Borrower shall have duly authorized, executed and delivered the UK Security Documents to secure the prompt payment of all UK Obligations, with the intent being that Lenders receive valid and enforceable, except as enforceability may be limited by (a) applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability or (b) in respect of UK Borrowers, due to the time barring of claims under limitation acts in England, in connection with defenses or setoff or counterclaim under English law or the possibility that an undertaking to assume liability for or indemnify a Person against non-payment of stamp duty may be void under English law, perfected first priority Liens (subject to Permitted Liens) in all or substantially all of the assets (other than Excluded Collateral), including all Accounts, Chattel Paper, Commercial Tort Claim, all Deposit Accounts, and Documents, all General Intangibles, including Intellectual Property, all Goods including Inventory, Equipment and fixtures, all Instruments, all Investment Property, all Letter of Credit rights, all Supporting Obligations and all monies whether or not in the possession or under the control of Agent, a Lender or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral owned by each UK Borrower, to obtain such Liens which Liens shall secure the UK Obligations on the terms more particularly set out therein and be of the respective priority and shall be in form and substance reasonably satisfactory to Agent.
