U.S. Security Documents. (i) The Amended and Restated ABL 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 Amended and Restated ABL 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 Amended and Restated ABL 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.
(ii) The Amended and Restated ABL 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 “Collateral” other than the “Pledged Collateral” (in each case as defined in the Amended and Restated ABL Guarantee and Collateral Agreement) and, in respect of such Collateral in which a security interest can be perfected by the filing of a UCC financing statement, financing statements in appropriate form have been filed in the offices specified on Schedule 1.04 to the Perfection Certificate most recently delivered to Agent, and the security interest created by the Amended and Restated ABL Guarantee and Collateral Agreement constituted a perfected security interest in all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property), 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.
(iii) The Amended and Restated ABL Guarantee and Collateral Agreement (or a summary thereof) has been filed in the United States Patent and Trade...
U.S. Security Documents. 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. 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).
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.
(b) On the Restatement Effective Date, each U.S. Credit Party shall have duly authorized, executed and delivered the Amended and Restated U.S. Pledge Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time in accordance with the terms hereof and thereof, the “U.S. Pledge Agreement”) and shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee thereunder, all of the U.S. Pledge Agreement Collateral, if any, referred to therein and then owned by such U.S. Credit Party, together with executed and undated endorsements for transfer or transfer powers, as applicable, in the...
U.S. Security Documents. Collectively, the US Security Agreement, US Stock --------------------- Pledge Agreement, Note 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. (a) A guarantee and collateral agreement duly executed by each of the US Borrowers and each Original US Charging Subsidiary, together with:
(i) Uniform Commercial Code financing statements relating to the collateral described therein, duly executed by the relevant US Borrower or Original US Charging Subsidiary, as the case may be, for the benefit of the Finance Parties; and
(ii) all other documents ancillary thereto reasonably necessary to grant to the Security Trustee, for the benefit of the Finance Parties, a first priority perfected security interest (subject to any Permitted Encumbrance) in all collateral therein, including, without limitation, the filing of any necessary Uniform Commercial Code financing statements and such resolutions, incumbency certificates and legal opinions reasonably requested by the Agent, all of which shall be in form and substance reasonably satisfactory to the Agent; Back to Contents
(b) mortgages and/or deeds of trust, as the case may be, duly executed by the mortgagor(s) thereunder for the benefit of the Finance Parties, together with all other documents ancillary thereto, reasonably necessary to duly record such mortgage or deed of trust, as the case may be, and grant the Security Trustee, for the benefit of the Finance Parties, a fully perfected, first priority lien on and security interest in all of the mortgagor’s right, title and interest in the relevant property, subject only to the Encumbrances and exceptions to title expressly set forth therein, and except as unenforceability may be limited by bankruptcy, insolvency, reorganisation or moratorium or similar laws of the United States of America affecting the enforcement of creditors’ rights generally and by general equitable principles in each case; and
(c) a pledge of all the stock in US Holdco, duly executed by the Parent, together with all other documents and other items of the type referred to in paragraphs 2.2(a)(i) and (ii) above, as are required in relation to such pledge, in each case, in accordance with the basis set out in the Security Memorandum.
U.S. Security Documents. Each of the U.S. Security ------------------------- Documents is effective to create in favor of the U.S. Collateral Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in all the Collateral described therein and Proceeds thereof. Upon completion of the filings and other actions specified in the U.S. Security Documents, the U.S. Security Documents shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the relevant Borrowers in the Collateral described therein and in Proceeds thereof. Such Liens shall be second priority Liens on Collateral subject to Permitted Liens listed on Schedule 6.1(f) or Collateral subject to Liens described in Section 6.1(m) and shall be first priority security interests with respect to all other Collateral described in the Security Documents.
U.S. Security Documents. 1. General Continuing Guaranty, dated as of July 12, 2013, by CDTS and Colt Netherlands in favor of Agent.
2. Security Agreement, dated as of July 12, 2013, by each Loan Party in favor of Agent.
U.S. Security Documents. Security Agreement Real estate documents with respect to the Perryville Fee-Owned Property and leasehold interest of the Perryville Corporate Park Condominium located in Union Township Hunterdon County, New Jersey.: · Title policy · Affidavit of Title · Zoning Letter · Landlord's Lien Waiver and Consent and Estoppel Agreement · Estoppel Certificate from Perryville Condo Association · Discharge of Mortgage and Subordination from Xxxxx Fargo · Discharge of Mortgage from Xxxxxx Xxxxxxx · NJ Local Counsel Opinion · Survey · Mortgage · Flood Certificate Intellectual Property Security Agreement in the form attached as Annex 9 to the Security Agreement. Account Control Agreements between the applicable Obligors and the following financial institutions: · PNC Bank · Any other institution identified in Annex 7 to the Security Agreement Deliver such other documents as is required under the above-referenced Security Documents to be delivered on the Closing Date, provided that with respect to such other documents, or any of the above-referenced documents (other than the Security Agreement or the Mortgage), the Administrative Agent may agree to delivery thereof on a date (determined by it to be reasonable) following the Closing Date under arrangements reasonably satisfactory to it.