U.S. Security Documents. 1. Pledge and security agreement in relation to:
U.S. Security Documents. Except with respect to (a) Liens on equipment constituting fixtures, (b) any reserved rights of the United States government as required under law, (c) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses (as such terms are defined in the U.S. Security Agreement) to the extent that (i) such Liens cannot be perfected by the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (ii) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of Parent, the Borrowers and the Subsidiaries taken as a whole, (d) Liens on deposit accounts, electronic chattel paper and letter-of-credit rights, (e) Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any state, territory or dependency thereof, Puerto Rico or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (f) Liens on contracts or Accounts (as such term is defined in the U.S. Security Agreement) on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (g) Liens on proceeds of Accounts and Inventory which proceeds do not themselves constitute Collateral (as such terms are defined in the U.S. Security Agreement), until transferred to or deposited in the Collateral Proceeds Account (as such term is defined in the U.S. Security Agreement) (if any), and (h) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Administrative Agent by Parent, the Borrowers and the Subsidiaries in the jurisdictions listed on Schedule 3.20 (which financing statements are in proper form for filing in such jurisdictions) and the recording of the Mortgages (and the recording of the U.S. Security Agreement, and the making of filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent of all Instruments, Chattel Paper and Documents (as such terms are defined in the U.S. Security Agreement) a security interest in which is perfected by possession,...
U.S. Security Documents. (i) The Guarantee and Collateral Agreement is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the “Pledged Collateral” (as defined in the Guarantee and Collateral Agreement) and, in respect of such Pledged Collateral in which a security interest can be perfected by control, such Collateral has been delivered to Agent or the Controlling Term Loan Agent, in its capacity as agent for Agent solely for the purpose of perfecting the security interest granted to Agent in such Collateral, and for so long as Agent or the Controlling Term Loan Agent, as applicable, remains in control of such Collateral, the security interest in such “Pledged Collateral” created by the Guarantee and Collateral Agreement shall constitute a perfected junior priority security interest (subordinate only to the security interests under the Senior Term Loan Documents and the Term Loan Documents) in all right, title and interest of the pledgor thereunder in such “Pledged Collateral”, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement.
U.S. Security Documents. (a) On the Restatement Effective Date, the U.S. Credit Parties shall have (i) delivered to the Collateral Agent, or caused to be delivered to the Collateral Agent, fully executed counterparts of amendments (or, in the alternative, amended and restated mortgages), in form and substance satisfactory to the Administrative Agent, to each of the Mortgages covering a U.S. Mortgaged Property, together with evidence that counterparts of each such mortgage amendment and each such amended and restated mortgage has been delivered to the title company insuring the Lien on the Mortgages for recording in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to maintain a valid and enforceable first priority mortgage lien on the U.S. Mortgaged Properties, in accordance with the terms of the Intercreditor Agreement, in favor of the Collateral Agent for the benefit of the Secured Creditors securing all of the Obligations (including the Term Loans, all extensions of credit pursuant to the CL Tranche and the maximum amount of Incremental Term Loans which may be incurred), (ii) delivered to the Collateral Agent, or caused to be delivered to the Collateral Agent, endorsements to each Mortgage Policy reasonably satisfactory to the Collateral Agent, insuring the Collateral Agent that each Mortgage is a valid and enforceable first priority mortgage lien on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and (iii) taken (or caused to be taken) all actions reasonably required by the Administrative Agent (including, without limitation, the obtaining of UCC-11’s or equivalent reports and the filing of UCC-1’s or UCC-3’s) in connection with the granting of liens pursuant to the Mortgages covering U.S. Mortgaged Properties.
U.S. Security Documents. The U.S. Security Documents and the DIP Order are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in all right, title and interest of the Loan Parties party to the U.S. Security Documents in the Collateral (as defined in the applicable U.S. Security Document) and, other than security interests perfected in accordance with the DIP Order, (i) when financing statements in appropriate form are filed in the offices specified on Schedule 2 to the Perfection Certificate, the security interest created by the U.S. Security Documents shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral (other than the intellectual property and other than any portion of such Collateral in which a security interest cannot be perfected by filing a financing statement under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), (ii) upon the timely filing and recordation of the Trademark Security Agreement in the United States Patent and Trademark Office, together with the payment of all filing and recordation fees associated therewith, and the taking of all actions required under the law of the jurisdiction of location of each non-Debtor Loan Party organized in the United States (as determined pursuant to Section 9-307 Uniform Commercial Code) party to the Trademark Security Agreement with respect to the perfection of a security interest in such intangible property, the Administrative Agent will have a perfected security interest (for the ratable benefit of the Secured Parties) in the United States registered trademarks and applications therefor (but excluding any “intent to use” applications) specified on Schedule 12 to the Perfection Certificate, (iii) upon delivery of a fully executed Escrow Agreement by each Loan Party party thereto, the Administrative Agent will have a perfected security interest (for the ratable benefit of the Secured Parties) in the DIP Loan Proceeds Disbursement Account, and (iv) upon delivery to the Administrative Agent (for the ratable benefit of the Secured Parties) in the State of New York of the certificates identified on Schedule 10 to the Perfection Certificate, indorsed in blank or to the Administrative Agent by an effective indorsement or accompanied by stock powers with respect thereto indorsed in blank by an effecti...
U.S. Security Documents. Collectively, the US Security Agreement, the US Stock Pledge Agreement, the GWI Pledge Agreement, the Emons Pledge Agreement, the GWIC Stock Pledge Agreement, the Membership Pledge Agreement and all other instruments and documents including, without limitation, UCC financing statements, required to be executed or delivered pursuant to any US Security Document.
U.S. Security Documents. (b) Amendment of the Borrower US Security Agreement, broadening the collateral charged thereby to include all of the Borrower's present and after-acquired personal property (as opposed to only the Borrower Project Personal Property and the Borrower's securities in STMV-GP and STMV-LP). SCHEDULE C: PART A HXXXXX FACILITY
U.S. Security Documents. 1. General Continuing Guaranty, dated as of July 12, 2013, by CDTS and Colt Netherlands in favor of Agent.
U.S. Security Documents. (a) On the Restatement Effective Date, each U.S. Credit Party shall have (x) duly authorized, executed and delivered an assumption, acknowledgement and amendment in the form of Exhibit H-1 (the "U.S. Security Documents Acknowledgment and Amendment") with respect to the U.S. Pledge Agreement, the U.S Security Agreement and the Mortgages covering U.S. Mortgaged Properties, which U.S. Security Documents Acknowledgment and Amendment shall contain, among other things (i) an acknowledgment that the "Obligations" (as defined in each of such Security Documents) include all of the Obligations under this Agreement after giving effect to the Restatement Effective Date, (ii) an acknowledgment that, after giving effect to the Restatement Effective Date, each of the U.S. Pledge Agreement, the U.S. Security Agreement and each of the Mortgages covering U.S. Mortgaged Properties shall remain in full force and effect in accordance with their respective terms, and (iii) all information required to be set forth as of the Restatement Effective Date on each Annex to the U.S. Pledge Agreement and the U.S. Security Agreement to cause such Annexes to be complete and accurate as of the Restatement Effective Date and (y) taken all actions reasonably required by the Administrative Agent (including, without limitation, the obtaining of UCC-11's or equivalent reports and the filing of UCC-1's or UCC-3's) in connection with the granting of liens pursuant to the U.S. Pledge Agreement, the U.S. Security Agreement and the Mortgages covering U.S. Mortgaged Properties.
U.S. Security Documents. (a) Security Agency Agreement
