Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor 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 such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and the United States Patent and Trademark Office, as applicable, and (iii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement. (b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”). (c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement. (d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
Appears in 3 contracts
Sources: Security Agreement, Credit Agreement (Tribune Media Co), Security Agreement (Tribune Media Co)
Perfected Security Interests. (a) Subject to The Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Exceptions Requirements and the limitations set forth in clause (b) of this Section 3.03, the Guaranty and Security Interests by such Grantor granted pursuant Principles are effective to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor create in favor of the Collateral AgentAgent or the Local Collateral Agents, as applicable, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, subject as collateral security for the Guaranteed Obligations to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in law. At such Grantor, upon time as (Ai) UCC financing statements in appropriate form are filed in the case of Collateral of such Grantor 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 such Grantor as “debtor” appropriate offices (and the Collateral Agent as “secured party” appropriate fees are paid) and describing (ii) the other requirements of the Collateral in the Documents have been taken as and when required therein (including applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to filings in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and the United States Patent and Trademark OfficeOffice and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (i) and (iiiii) are prior above, subject in each case only to all other Liens on the Collateral of Permitted Liens, and such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to security interest is (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related entitled to the clearingbenefits, payment proceeding rights and similar operations protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of Borrower this Section 3.12) and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any action in other Collateral Documents shall require any jurisdiction Borrower or any of its Subsidiaries to (other than the United States of America, i) register or apply to register any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) intellectual property or (zii) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by enter into any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”)source code escrow arrangement.
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
Appears in 3 contracts
Sources: Credit Agreement (Wheels Up Experience Inc.), Credit Agreement (Wheels Up Experience Inc.), Credit Agreement (Wheels Up Experience Inc.)
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03Exceptions, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the benefit of the Term Loan Secured Parties, as collateral security for the Guaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor 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 such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof to the Collateral Agent Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, and the filing of the financing statements referred to in clause (A) and/or ), (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 32-A, 32-B and 32-C hereto in the United States Copyright Office and the United States Patent and Trademark Office, as applicable, (D) obtaining and maintenance of “control” (as described in the UCC) by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, of all Deposit Accounts, Securities Accounts, Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control” (in the case of Deposit Accounts and Securities Accounts only to the extent (i) ABL Obligations or any Additional ABL Obligations remain outstanding and (ii) required by Sections 2.18, 2.21, 2.23 and 10.07 of the ABL Facility Agreement) and/or (E) in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 2(a)(iv) on the date of this Agreement) upon the taking of the actions required by Section 4.01(d) and the filing of financing statements referred to in clause (A) and (iii) subject to any applicable Intercreditor Agreement, are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Term Loan Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Term Loan Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Letter of Credit Rights, except, so long as the ABL Obligations or any Additional ABL Obligations remain outstanding, as required by Sections 2.18, 2.21, 2.23 and 10.07 of the ABL Facility Agreement, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted not prohibited by the Term Loan Credit Agreement.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Tribune Publishing Co), Term Loan Security Agreement (Tribune Publishing Co)
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03Agreement, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorSecured Obligations, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdictionCode, the filing completion of the filing, registration and recording of financing statements naming such each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, individually, of $5,000,000 or assigned by such GrantorPledged Shares (as defined in the Pledge Agreement), the earlier of in each case, the delivery thereof with transfer powers executed in blank to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or Agent, (C) in the case of registered CopyrightsDeposit Accounts, applied for and registered Trademarksthe execution of Deposit Account Control Agreements, applied for and issued Patents and Exclusive IP Agreements included and/or (D) in the case of Registered Intellectual Property Collateral of in which a security interest may be perfected by making such Grantora filing, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A, 3-B and 3-C 2 hereto (x) in the United States Copyright Office and the United States Patent and Trademark Office and (y) in the United States Copyright Office, as applicable, and (iiiii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral of such Grantor other than Permitted Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit AgreementTerm Loan Agreement (including Revolving Liens). It being understood and agreed that the representation and warranty set forth in this Section 3.3(a) shall be qualified to the extent that any action required to grant, perfect or enforce a security interest in the applicable Collateral is not required under the terms of the Loan Documents.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreementbusinesses.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Milacron Holdings Corp.)
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03Exceptions, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the benefit of the ABL Secured Parties, as collateral security for the Guaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor 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 such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof to the Collateral Agent Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, and the filing of the financing statements referred to in clause (A) and/or ), (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 32-A, 32-B and 32-C hereto in the United States Copyright Office and the United States Patent and Trademark Office, as applicable, (D) obtaining and maintenance of “control” (as described in the UCC) by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, of all Deposit Accounts, Securities Accounts, Electronic Chattel Paper and Letter-of-Credit Rights a security interest in which is perfected by “control” (in the case of Deposit Accounts and Securities Accounts only to the extent required by Sections 2.18, 2.21 and 2.23 of the ABL Credit Agreement) and/or (E) in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 2(a)(iv) on the date of this Agreement) upon the taking of the actions required by Section 4.01(d) and the filing of financing statements referred to in clause (A) and (iii) subject to any applicable Intercreditor Agreement, are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the ABL Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the ABL Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower the Company and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, except, as required by Sections 2.18, 2.21 and 2.23 of the ABL Credit Agreement, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted not prohibited by the ABL Credit Agreement.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
Appears in 2 contracts
Sources: Abl Security Agreement, Abl Security Agreement (Tribune Publishing Co)
Perfected Security Interests. (a) Subject All UCC filings necessary or reasonably requested by the Collateral Agent to create, preserve, protect and perfect the security interests granted by the Borrower or any Guarantor, as applicable, to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, Parties in respect of the Collateral (other than the Account Collateral) under the Spare Parts Security Agreement have been accomplished by the Borrower or the relevant Grantor to the extent that such security interests can be perfected by filings under the UCC and all actions necessary to obtain control of the Account Collateral as collateral provided in Sections 9-104 and 9-106 of the UCC have been taken by such Grantor to the extent that such security for interests can be perfected on or before the Guaranteed Obligations date of such Grantor, upon (A) execution and delivery of the Account Control Agreement. The Spare Parts Security Agreement has been filed with the FAA in accordance with the Federal Aviation Act and the regulations promulgated thereunder and the Collateral Agent’s security interest in the case of Collateral of Pledged Spare Parts has been perfected to the extent required by the Spare Parts Security Agreement and to the extent such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of Federal Aviation Act and the regulations promulgated thereunder. Subject to any jurisdictionIntercreditor Agreement and any Other Intercreditor Agreement, the filing security interests granted to the Collateral Agent for the benefit of financing statements naming the Secured Parties pursuant to the Spare Parts Security Agreement in and to the Collateral described therein constitute and hereafter at all times shall constitute a perfected security interest therein superior and prior to the rights of all other Persons therein (subject, in the case of priority only, only to Permitted Liens) to the extent such Grantor as “debtor” perfection and priority can be obtained by filings under the UCC, the Federal Aviation Act and the regulations promulgated thereunder and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and the United States Patent and Trademark Office, as applicable, and (iii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims entitled with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv)such perfected security interest to all the rights, priorities and benefits afforded by the UCC to perfected security interests.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (American Airlines, Inc.), Credit and Guaranty Agreement (American Airlines Inc)
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.3, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Notes Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorSecured Obligations, upon (A) in the case of Collateral of such Grantor 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 such each Grantor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Chattel Paper to be pledged or assigned by such Grantorand Certificated Securities, the earlier of the delivery thereof to the Notes Collateral Agent and the filing of the financing statements referred to in clause (A) ), and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such GrantorCollateral, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A, 3-B and 3-C 3 hereto (x) in the United States Copyright Office and the United States Patent and Trademark Office and (y) in the United States Copyright Office, as applicable, and (iiiii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral of such Grantor other than Permitted Liens permitted by the Credit Agreement having priority over or being pari passu with the Notes Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit AgreementIndenture.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to perfect the Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, in each case, to the extent included in the Collateral and if the value of any such Instrument, Negotiable Document, Certificated Security or Tangible Chattel Paper exceeds $5,000,000 (individually), delivery to the Notes Collateral Agent (or its non-fiduciary agent or designee) to be held in its possession in the United States, provided that in no event shall any Certificated Security of any Foreign Subsidiary be required to be delivered, (v) in the case of Collateral that consists of Letter-of-Credit Rights, taking the actions specified in Section 4.5 and (vi) 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) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, agreements governed under foreign law or (y) take any action other actions in any foreign jurisdiction (other than or required by foreign law to create any Security Interest in Collateral located or titled outside the United States of America, any state thereof and the District of Columbia) or to perfect or make enforceable any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”)Security Interest.
(c) It is understood and agreed that the security interests Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit AgreementIndenture.
(d) As The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each Grantor and (ii) the jurisdiction of organization of each Grantor) is correct and complete as of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv)Closing Date.
Appears in 1 contract
Sources: Notes Security Agreement (Associated Materials, LLC)
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.3, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the US Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorObligations, upon (A) in the case of Collateral of such Grantor 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 such each US Grantor as “debtor” and the US Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Chattel Paper to be pledged or assigned by such Grantorand Certificated Securities, the earlier of the delivery thereof to the US Collateral Agent and the filing of the financing statements referred to in clause (A) and/or ), (C) in the case of registered CopyrightsDeposit Accounts, applied for and registered Trademarksthe execution of Deposit Account Control Agreements, applied for and issued Patents and Exclusive IP Agreements included (D) in the case of Securities Accounts, the execution of Securities Account Control Agreements, and/or (E) in the case of Intellectual Property Collateral of such GrantorCollateral, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A, 3-B and 3-C 3 hereto (x) in the United States Copyright Office and the United States Patent and Trademark Office and (y) in the United States Copyright Office, as applicable, and (iiiii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral of such Grantor other than Permitted Liens permitted by the Credit Agreement having priority over or being pari passu with the US Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no US Grantor shall be required to perfect the Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Deposit Accounts and Securities Accounts for which a Control Agreement is required pursuant to Section 9.16 of the Credit Agreement, execute Deposit Account Control Agreements and Securities Account Control Agreements, as applicable, (iv) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, in each case, to the extent included in the Collateral and if the value of any such Instrument, Negotiable Document, Certificated Security or Tangible Chattel Paper exceeds $5,000,000 (individually), delivery to the US Collateral Agent (or its non-fiduciary agent or designee) to be held in its possession in the United States, provided that in no event shall any Certificated Security of any Foreign Subsidiary be required to be delivered, (v) in the case of Collateral that consists of Letter-of-Credit Rights, taking the actions specified in Section 4.5 and (vi) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No US Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, agreements governed under foreign law or (y) take any action other actions in any foreign jurisdiction (other than or required by foreign law to create any Security Interest in Collateral located or titled outside the United States of America, any state thereof and the District of Columbia) or to perfect or make enforceable any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (Security Interest; provided that clauses (x), ) and (y) and (z) collectively, the “Perfection Exceptions”)above shall not apply to any US Grantor that owns Capital Stock in any Canadian Subsidiary.
(c) It is understood and agreed that the security interests Security Interests created hereby shall not prevent the US Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement.
(d) As The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each US Grantor and (ii) the jurisdiction of organization of each US Grantor) is correct and complete as of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv)Closing Date.
Appears in 1 contract
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.3, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorObligations, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdictionCode, the filing of financing statements naming such each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Chattel Paper to be pledged or assigned by such Grantorand certificated Securities, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or ), (C) in the case of registered CopyrightsDeposit Accounts, applied for and registered Trademarksthe execution of Deposit Account Control Agreements, applied for and issued Patents and Exclusive IP Agreements included (D) in the case of Securities Accounts, the execution of Securities Account Control Agreements, and/or (E) in the case of Intellectual Property Collateral of such GrantorCollateral, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A, 3-B and 3-C 3 hereto (x) in the United States Copyright Office and the United States Patent and Trademark Office and (y) in the United States Copyright Office, as applicable, and (iiiii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral of such Grantor other than Permitted Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Term Loan Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required required, on or before the Closing Date, to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following interests created hereby by any means other than by the filing of a UCC financing statement: (1i) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of filings pursuant to the Uniform Commercial Code Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property, (iii) in the case of the applicable jurisdictionCollateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, in each case, to the extent included in the Collateral, delivery to the Collateral Agent to be held in its possession in the United States. No Grantor shall be required, on or before the Closing Date, to complete any filings or other action with respect to the perfection of claims the security interests created hereby in any jurisdiction outside of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”)United States.
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreementbusinesses.
(d) As The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each Grantor and (ii) the jurisdiction of organization of each Grantor) is correct and complete as of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv)Closing Date.
Appears in 1 contract
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03Agreement, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor favour of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorCanadian Secured Obligations, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdictionPPSA, the filing completion of the filing, registration and recording of financing statements naming such each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, individually, of $5,000,000, or assigned by such GrantorPledged Shares (as defined in the Pledge Agreement), the earlier of in each case, the delivery thereof with transfer powers executed in blank to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or Agent, (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Registered Intellectual Property Collateral of in which a security interest may be perfected by making such Grantora filing, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A, 3-B and 3-C 2 hereto (x) in the United States Copyright Canadian Intellectual Property Office and the United States Patent and Trademark Officeor any similar offices in any other country, as applicablegroup of countries or any political subdivision thereof , and (iiiii) are prior to all other Liens on the Collateral of such Grantor other than Permitted Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement. It being understood and agreed that the representation and warranty set forth in this Section 3.3(a) shall be qualified to the extent that any action required to grant, perfect or enforce a security interest in the applicable Collateral is not required under the terms of the Loan Documents.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreementbusinesses.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
Appears in 1 contract
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.3, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor favour of the Canadian Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorCanadian Obligations, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdictionPPSA, the filing of financing statements naming such each Canadian Grantor as “debtor” and the Canadian Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Chattel Paper to be pledged or assigned by such Grantorand Certificated Securities, the earlier of the delivery thereof to the Canadian Collateral Agent and the filing of the financing statements referred to in clause (A) and/or ), (C) in the case of registered CopyrightsSecurities Accounts, applied for and registered Trademarksthe execution of Securities Account Control Agreements, applied for and issued Patents and Exclusive IP Agreements included and/or (D) in the case of Intellectual Property Collateral of such GrantorCollateral, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A, 3-B and 3-C 3 hereto in the United States Copyright Office and the United States Patent and Trademark Canadian Intellectual Property Office, as applicable, and (iiiii) are prior to all other Liens on the Collateral of such Grantor other than Permitted Liens permitted by the Credit Agreement having priority over or being pari passu with the Canadian Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Canadian Grantor shall be required to perfect the Security Interests created hereby by any means other than (i) filings pursuant to the PPSA of any applicable jurisdiction, (ii) filings with the Canadian Intellectual Property Office with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Deposit Accounts and Securities Accounts for which a Control Agreement is required pursuant to Section 9.16 of the Credit Agreement, execute Deposit Account Control Agreements and Securities Account Control Agreements, as applicable, (iv) in the case of Collateral that constitutes Chattel Paper, Instruments, Certificated Securities or negotiable documents, in each case, to the extent included in the Collateral and if the value of any such Chattel Paper, Instruments, Certificated Securities or negotiable documents exceeds $5,000,000 (individually), delivery to the Canadian Collateral Agent (or its non-fiduciary agent or designee) to be held in its possession in Canada, (v) in the case of Collateral that consists of Letter of Credit Rights, taking the actions specified in Section 4.5. No Canadian Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, agreements governed under foreign law or (y) take any action other actions in any foreign jurisdiction (other than the United States States) or required by foreign law (other than the laws of America, any state thereof and the District of ColumbiaUnited States) to perfect create any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included Security Interest in Collateral received by located or titled outside Canada or to perfect or make enforceable any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”)Security Interest.
(c) It is understood and agreed that the security interests Security Interests created hereby shall not prevent the Canadian Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement.
(d) As The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each Canadian Grantor and (ii) the jurisdiction of organization of each Canadian Grantor) is correct and complete as of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv)Closing Date.
Appears in 1 contract
Sources: Canadian Security Agreement (Associated Materials, LLC)
Perfected Security Interests. (a) Subject The Company shall deliver or cause to be delivered to the Perfection Exceptions and Trustee on the limitations set forth Closing Date, or, in clause the case of that portion of the Collateral consisting of Capital Stock of certain of the Company's Foreign Subsidiaries (b) of this Section 3.03, as required by the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on Documents), within 120 days after the Closing Date (or, if in the case of Goodyear Thailand and Goodyear Brazil, such Grantor first obtains rights thereto on a later date, on such later datelonger period as may be reasonable under the circumstances), evidence satisfactory to the Trustee (iiwhich, if permitted by the TIA, may consist of an Officers' Certificate or other certificate of the Company) will constitute valid of (1) the completion and effectiveness of all filings, recordings, registrations and other actions required by the Security Documents to perfect the Pari Passu Liens created by, or intended to be created by, and required to be perfected (so long as perfection is possible under United States Law) security interests in pursuant to, the Collateral of such Grantor Security Documents in favor of the Collateral Agent, for the benefit Holders of the Secured PartiesSecurities and (2) the full payment of all filing fees, as collateral security for taxes and other amounts payable in connection with such filings, recordings, registrations (unless such amounts payable are not accepted at the Guaranteed Obligations time of such Grantorfilings, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdictionrecordings, the filing of financing statements naming such Grantor as “debtor” registrations or other actions and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof are otherwise billed to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (ACompany) and the filing, registration receipt by the Trustee of evidence satisfactory to it of such payments and recording related actions (which may consist of fully executed agreements in the form an Officers' Certificate or other certificate of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and the United States Patent and Trademark Office, as applicable, and (iii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit AgreementCompany).
(b) Notwithstanding anything In the event that the Company has not provided evidence of the perfection of the Pari Passu Liens in the Capital Stock of the Company's Foreign Subsidiaries as required by Section 4.12(a) (a "Perfection Non-compliance"), the Company shall pay additional cash interest on the Securities at a rate of 1.0% per annum for the period commencing on the first date of a Perfection Non-compliance and ending on the date all Perfection Non-compliance has been cured; provided that the annual interest rate borne by the Securities will be increased by an additional 0.25% per annum every 90 days, up to a maximum of 2.0% per annum, until the contrary contained hereinPerfection Non-compliance has been cured; provided further that if the annual interest rate borne by the Securities has been increased by 2.0% per annum due to a Perfection Non-compliance, no Grantor the annual interest rate borne by the Securities shall be permanently increased by 0.25% per annum upon curing of all such Perfection Non-compliance. The Company shall not be required to (x) enter into control agreements comply with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of obligations set forth in this Section 4.12 during any Suspension Period and no additional interest shall accrue on the applicable jurisdiction, Securities pursuant to the extent of claims of creditors of this Section 4.12 during any such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”)Suspension Period.
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
Appears in 1 contract
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.5, the Security Interests by such Grantor security interests granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorObligations, upon (A) in the case of Collateral of such Grantor 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 such Grantor each Debtor as “debtor” debtor and the Collateral Agent as “secured party” party and describing the Collateral in the applicable filing offices, ; (B) in the case of Chattel Paper to be pledged or assigned by such Grantorinstruments and certificated securities, upon the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) ), and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements Registered Intellectual Property included in the Intellectual Property Collateral of such GrantorCollateral, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the form United States Patent and Trademark Office within the three-month period commencing as of the Grant date hereof or, in the case of Security Interest in Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and within the United States Patent and Trademark Officeone-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as applicableof the date of such acquisition, and (iiiz) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation Section 6.02 of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor Debtor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent by any means other than (i) filings pursuant to the Grantors from using the Collateral Uniform Commercial Code as enacted in the ordinary course relevant States of their respective businesses or as otherwise permitted by the Credit Agreement.
such Debtors, (dii) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims filings with United States’ governmental offices with respect to which Registered Intellectual Property and (iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession by the Agent in the United States; provided that (x) Canadian filings and agreements may be required by the Agent in the case of any Collateral located in Canada and (y) a Commercial Tort Action was commenced other than those listed foreign (including in Schedule 2(a)(iv)any province or territory of Canada) pledge or security agreement may be required, in the reasonable discretion of the Agent, in the case of a material Investment by any Debtor where United States law (or the law of any applicable State or instrumentality thereof) would not recognize a perfected lien on such Investment or the assets or interests of any Debtor relating thereto and (z) any commercial tort claim of a Debtor where the amount in controversy is equal to or exceeds $10,000,000, individually, shall be required to be perfected. Additionally, no Debtor shall be required to obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee.
Appears in 1 contract
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03Agreement, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorSecured Obligations, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdictionCode, the filing completion of the filing, registration and recording of financing statements naming such each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, individually, of $5,000,000, or assigned by such GrantorPledged Shares (as defined in the Pledge Agreement), the earlier of in each case, the delivery thereof with transfer powers executed in blank to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or Agent, (C) in the case of registered CopyrightsDeposit Accounts, applied for and registered Trademarksthe execution of Deposit Account Control Agreements, applied for and issued Patents and Exclusive IP Agreements included and/or (D) in the case of Registered Intellectual Property Collateral of in which a security interest may be perfected by making such Grantora filing, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A, 3-B and 3-C 2 hereto (x) in the United States Copyright Office and the United States Patent and Trademark Office and (y) in the United States Copyright Office, as applicable, and (iiiii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral of such Grantor other than Permitted Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit AgreementAgreement (including Term Loan Liens). It being understood and agreed that the representation and warranty set forth in this Section 3.3(a) shall be qualified to the extent that any action required to grant, perfect or enforce a security interest in the applicable Collateral is not required under the terms of the Loan Documents.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreementbusinesses.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
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Perfected Security Interests. (a) Subject Prior to the Perfection Exceptions Conversion Date, upon entry of the Final DIP Order, the Obligations shall constitute Superpriority Claims and the limitations set forth in clause (b) of this Section 3.03Final DIP Order shall be effective to create, during the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (orChapter 11 Cases, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral AgentTrustee, for the benefit of the Secured Parties, a legal, valid, enforceable and perfected security interest under the laws of the United States in the Collateral, with the following priority:
(i) pursuant to section 364(c)(2) of the Bankruptcy Code, a first priority security interest in and Lien on the Collateral not otherwise subject to Permitted Priority Liens and RCF Spare Parts Replacement Liens, subject only to the Carve-Out; and
(ii) pursuant to section 364(c)(3) of the Bankruptcy Code, junior priority security interest in and Lien on the Collateral subject to Permitted Priority Liens, the Carve-Out and RCF Spare Parts Replacement Liens, as collateral security and to the extent contemplated by and described in the Final DIP Order and the Collateral Documents. Without limiting the immediately foregoing sentence, at such time as (x) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (y) the other requirements of the Collateral Documents have been taken as and when required therein and subject to Section 4.03 herein, the Collateral Trustee or any Local Collateral Agent, as applicable, for the Guaranteed Obligations benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Grantor, upon (A) in Collateral to the case of Collateral of such Grantor in which a security interest extent that the Liens thereon may be perfected by filing a financing statement upon the taking of the actions described in clauses (x) and (y) above, subject in each case only to the Carve-Out and Permitted DIP Liens, and such security interest is (1) entitled to the benefits, rights and protections afforded under the Uniform Commercial Code Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.12) and (2) of such priority as provided herein and in the Final DIP Order. For the avoidance of doubt but without affecting the first sentence of this Section 3.12(a), the Loan Documents will not require (i) the execution, filing or recording of mortgages in respect of real property (other than the Real Estate Mortgages) or control agreements (other than with respect to the Disbursement Account or any Controlled Account), (ii) 92 the taking of any jurisdictionaction to obtain possession or control of any Collateral (other than in respect of any Priority Pledged Equity Interests and the Intercompany Note), (iii) any action in addition to those required by the second sentence of this Section 3.12(a) with respect to the perfection of any security interest in any Intellectual Property beyond the filing of financing statements naming such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral Security Agreements in respect of such GrantorIntellectual Property registered, the filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3issued or applied-A, 3-B and 3-C hereto in the United States Copyright Office and for with the United States Patent and Trademark Office or the Copyright Office or the filing of Non-U.S. IP Security Agreements in respect of Non-U.S. Intellectual Property in the applicable Non-U.S. IP Registration Office, as applicable, and (iiiiv) are prior the filing or taking of any action with respect to all other Liens on the Collateral perfection of such Grantor any security interest in any Pledged Spare Part or Pledged Engine (other than Liens permitted by Priority Pledged Engines, as contemplated in Section 4.03), or (v) in any event, the Credit Agreement having making of any filing or taking of any action with respect to creation, perfection, priority over or being pari passu other action with respect to security interests in any jurisdiction outside of the Collateral Agent’s Lien by operation of law United States in assets located, titled or otherwise as permitted arising or protected under the Credit Agreementlaws of a jurisdiction outside of the United States, except as provided in Section 4.03.
(b) Notwithstanding anything On and after the Conversion Date, the Collateral Documents, taken as a whole, are effective to create in favor of the Collateral Trustee or the Local Collateral Agents, as applicable, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the contrary contained extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in law (but excluding any Collateral Document governed by the law of a Security Jurisdiction outside the United States under whose Law execution alone of such Collateral Document is not sufficient to so create such a Security Interest). At such time as (i) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (ii) the other requirements of the Collateral Documents have been taken as and when required therein and subject to Section 4.03 herein, no Grantor the Collateral Trustee or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon may be required perfected upon the taking of the actions described in clauses (i) and (ii) above, subject in each case only to Permitted Liens, and such security interest is (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related entitled to the clearingbenefits, payment proceeding rights and similar operations protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of Borrower this Section 3.12(b)) and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take of such priority as provided in the Collateral Trust Agreement. For the avoidance of doubt but without affecting the first sentence of this Section 3.12(b), the Loan Documents will not require (A) the execution, filing or recording of mortgages in respect of real property or control agreements, (B) the taking of any action with respect to any Collateral in any jurisdiction non-Security Jurisdiction (other than any actions in accordance with the United States English Law Security Agreement (as defined in the Collateral Trust Agreement)) or (C) any action to obtain possession or control of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing in respect of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectivelyPriority Pledged Equity Interests, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses Intercompany Note or as otherwise permitted expressly required by the Credit Agreement.
(d) As Section 4.1 or 4.3 of the date hereof, each Grantor hereby represents Pledge and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(ivSecurity Agreement).
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Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.5, the Security Interests by such Grantor security interests granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorObligations, upon (A) in the case of Collateral of such Grantor 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 such Grantor each Debtor as “debtor” debtor and the Collateral Agent as “secured party” party and describing the Collateral in the applicable filing offices, ; (B) in the case of Chattel Paper to be pledged or assigned by such Grantorinstruments and certificated securities, upon the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) ), and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements Registered Intellectual Property included in the Intellectual Property Collateral of such GrantorCollateral, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the form United States Patent and Trademark Office within the three-month period commencing as of the Grant date hereof or, in the case of Security Interest in Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and within the United States Patent and Trademark Officeone-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as applicableof the date of such acquisition, and (iiiz) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation Section 6.02 of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor Debtor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent by any means other than (i) filings pursuant to the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement.
(d) As Uniform Commercial Codes of the date hereofrelevant States of such Debtors, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims (ii) filings with United States’ governmental offices with respect to which Registered Intellectual Property and (iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession by the Agent in the United States; provided that (x) a Commercial Tort Action was commenced other than those listed foreign pledge or security agreement may be required, in Schedule 2(a)(iv)the reasonable discretion of the Agent, in the case of a material Investment by any Debtor where United States law (or the law of any applicable State or instrumentality thereof) would not recognize a perfected lien on such Investment or the assets or interests of any Debtor relating thereto and (y) any commercial tort claim of a Debtor where the amount in controversy is equal to or exceeds $5,000,000 shall be required to be perfected.
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Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.5, the Security Interests by such Grantor security interests granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorObligations, upon (A) in the case of Collateral of such Grantor 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 such Grantor each Debtor as “debtor” debtor and the Collateral Agent as “secured party” party and describing the Collateral in the applicable filing offices, ; (B) in the case of Chattel Paper to be pledged or assigned by such Grantorinstruments and certificated securities, upon the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) ), and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements Registered Intellectual Property included in the Intellectual Property Collateral of such GrantorCollateral, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the form United States Patent and Trademark Office within the three-month period commencing as of the Grant date hereof or, in the case of Security Interest in Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and within the United States Patent and Trademark Officeone-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as applicableof the date of such acquisition, and (iiiz) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation Section 6.02 of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor Debtor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent by any means other than (i) filings pursuant to the Grantors from using the Collateral Uniform Commercial Code as enacted in the ordinary course relevant States of their respective businesses or as otherwise permitted by the Credit Agreement.
such Debtors, (dii) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims filings with United States’ governmental offices with respect to Registered Intellectual Property and (iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession by the Agent in the United States; provided that (x) foreign filings and agreements may be required by the Agent in the case of any Collateral located in a jurisdiction in which a Commercial Tort Action was commenced Loan Party is then organized, (y) a foreign pledge or security agreement may be required, in the reasonable discretion of the Agent; provided that no such agreement shall be required to be governed by the laws of a jurisdiction other than those listed the one in Schedule 2(a)(iv)which a Loan Party is then organized and (z) any commercial tort claim of a Debtor where the amount in controversy is equal to or exceeds $50,000,000, individually, shall be required to be perfected. Additionally, no Debtor shall be required to obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee.
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Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.5, the Security Interests by such Grantor security interests granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorObligations, upon (A) in the case of Collateral of such Grantor 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 such Grantor each Debtor as “debtor” debtor and the Collateral Agent as “secured party” party and describing the Collateral in the applicable filing offices, ; (B) in the case of Chattel Paper to be pledged or assigned by such Grantorinstruments and certificated securities, upon the earlier of “possession” or “control” (each as defined in the delivery UCC) by the Agent thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) ), and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements Registered Intellectual Property included in the Intellectual Property Collateral of such GrantorCollateral, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the form United States Patent and Trademark Office within the three-month period commencing as of the Grant date hereof or, in the case of Security Interest in Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition, (y) with respect to Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition and (z) otherwise as may be required pursuant to the United States Patent laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and Trademark Office, as applicablerecordings, and (iiiii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation Section 6.02 of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor Debtor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent by any means other than (i) filings pursuant to the Grantors from using the Collateral Uniform Commercial Code as enacted in the ordinary course relevant jurisdictions of their respective businesses formation or as otherwise permitted by incorporation of such Debtors, (ii) filings with the Credit Agreement.
(d) As of United States Patent and Trademark Office and/or the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims United States Copyright Office with respect to Registered Intellectual Property and (iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession or control by the Agent in the United States; provided that (x) foreign filings and agreements may be required by the Agent in the case of any Collateral located in a jurisdiction in which a Commercial Tort Action was commenced Loan Party is then organized, (y) a foreign pledge or security agreement may be required, in the reasonable discretion of the Agent; provided that no such agreement shall be required to be governed by the laws of a jurisdiction other than those listed the one in Schedule 2(a)(iv)which a Loan Party is then organized and (z) any commercial tort claim of a Debtor where the amount in controversy is equal to or exceeds $100,000,000, individually, shall be required to be perfected. Additionally, no Debtor shall be required to obtain and deliver to the Agent (x) any control or similar agreements with respect to such Debtor’s deposit accounts, securities accounts or commodities accounts or (y) any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee.
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Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03Exceptions, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the benefit of the ABL Secured Parties, as collateral security for the Guaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor 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 such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof to the Collateral Agent Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, and the filing of the financing statements referred to in clause (A) and/or ), (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 32-A, 32-B and 32-C hereto in the United States Copyright Office and the United States Patent and Trademark Office, as applicable, (D) obtaining and maintenance of “control” (as described in the UCC) by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, of all Deposit Accounts, Securities Accounts, Electronic Chattel Paper and Letter-of-Credit Rights a security interest in which is perfected by “control” (in the case of Deposit Accounts and Securities Accounts only to the extent required by Sections 2.18, 2.21 and 2.23 of the ABL Credit Agreement) and/or (E) in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 2(a)(iv) on the date of this Agreement) upon the taking of the actions required by Section 4.01(d) and the filing of financing statements referred to in clause (A) and (iii) subject to any applicable Intercreditor Agreement, are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the ABL Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the ABL Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower the Company and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, except, as required by Sections 2.18, 2.21 and 2.23 of the ABL Credit Agreement, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted not prohibited by the ABL Credit Agreement.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
Appears in 1 contract
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.3, the First Lien Pledge Agreement and Section 9.11 of the First Lien Credit Agreement, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute legal and valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorFirst Lien Obligations, upon (A) in the case of Collateral of such Grantor 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 such each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Tangible Chattel Paper to be pledged or assigned by such GrantorPaper, negotiable Documents and Certificated Securities, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) ), and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in U.S. Recordable Intellectual Property that is part of the Intellectual Property Collateral of in which a security interest may be perfect by such Grantorfilings, the filing of the financing statements referred to in clause (A) and the filing, registration completion of the filing and recording recordation of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A2 hereto with, 3-B as applicable, (x) the United States Patent and 3-C hereto in Trademark Office or (y) the United States Copyright Office and the United States Patent and Trademark Office, as applicable, and (iiiii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by each of the First Lien Credit Agreement and any Additional First Lien Agreements or Liens having priority over or being pari passu with the Collateral Agent’s Lien by operation of law Applicable Law. No Grantor shall be required to complete any filings or otherwise as permitted under take any action with respect to the Credit Agreementperfection of the Security Interests created hereby in any jurisdiction outside of the United States or incur or reimburse any expense in connection therewith.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to perfect the Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, with respect to U.S. Recordable Intellectual Property, (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, negotiable Documents or Certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.5, delivery to the Collateral Agent to be held in its possession in the United States and (iv) in the case of Collateral that constitutes Commercial Tort Claims taking the actions specified by Section 4.1(d). No Grantor shall be required to (1) (x) enter into any security agreements governed under foreign law or (y) complete any filings or take any other actions in any foreign jurisdiction or required by foreign law to create any security interest in Collateral located or titled outside the United States or to perfect or make enforceable any Security Interest in any foreign jurisdiction or required by foreign law, (2) except as described in clauses (iii) and (iv) above, take actions to perfect by Control, including delivering control agreements with respect toto Deposit Accounts, Securities Accounts or otherwise perfect Commodity Accounts, (3) take any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related perfection actions with respect to the clearing, payment proceeding and similar operations (x) Letter of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (except to the extent constituting Supporting Obligations of other than the United States of America, any state thereof and the District of Columbia) Collateral as to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than which perfection is accomplished by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code financing statement or equivalent (it being understood that no actions shall be required to perfect a security interest in Letter of Credit Rights, other than the applicable jurisdiction, to the extent filing of claims of creditors of such Person, a Uniform Commercial Code financing statement or equivalent) and (3) uncertificated securities (clauses (x), (y) Vehicles and other assets subject to certificates of title or (z4) collectivelydeliver Certificated Securities, if any, representing or evidencing the “Perfection Exceptions”)Securities of an Immaterial Subsidiary or Special Purpose Subsidiary or of any Person that is not a Subsidiary.
(c) It is understood and agreed that the security interests Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the First Lien Credit AgreementAgreement and any Additional First Lien Agreements.
(d) As The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including, without limitation, (i) the exact legal name of each Grantor and (ii) the jurisdiction of organization of each Grantor) is correct and complete in all material respects as of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv)Closing Date.
Appears in 1 contract
Sources: First Lien Security Agreement (Grocery Outlet Holding Corp.)
Perfected Security Interests. (aA) Subject to The Security Documents (other than the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later dateMortgages), (ii) when executed and delivered in connection with the sale of the Securities, will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor create in favor of the Collateral AgentAgent for the benefit of itself, the Trustee and the holders of the Notes, valid and enforceable security interests in and liens on the Collateral and, upon the filing of appropriate Uniform Commercial Code (as in effect in the applicable state of jurisdiction, (“UCC”)) financing statements in U.S. jurisdictions as set forth on Annex II hereto and/or the taking of other actions, in each case as further described in the Security Documents, the security interests in and liens on the rights of the Company or the applicable Guarantor in such Collateral will be perfected security interests and liens, superior to and prior to the liens of all third persons other than the liens securing the New Credit Facility and other Permitted Liens (as defined in the Indenture).
(B) Upon execution and delivery, the Mortgages will be effective to grant a legal, valid and enforceable mortgage lien or security title and security interest on all of the mortgagor’s right, title and interest in the real property described therein (each, a “Mortgaged Property” and, collectively, the “Mortgaged Properties”). When the Mortgages are duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law, applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a validly perfected and enforceable second-priority lien or security title and security interest in the related Mortgaged Property constituting Collateral for the benefit of the Secured PartiesTrustee and the holders of the Securities, subject only to Permitted Liens (as collateral security for the Guaranteed Obligations of such Grantor, upon (A) defined in the case Indenture) or liens and encumbrances expressly set forth as an exception to the policies of Collateral title insurance, if any, obtained to insure the lien of such Grantor in which a security interest each Mortgage with respect to each of the Mortgaged Properties, and as may be perfected limited by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and the United States Patent and Trademark Office, as applicable, and (iii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect tothe effect of any applicable bankruptcy, insolvency, fraudulent conveyance or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash similar law affecting creditors’ rights generally and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action general principles of equity (regardless of whether considered in any jurisdiction (other than the United States a proceeding in equity or at law), including concepts of Americacommercial reasonableness, any state thereof good faith and fair dealing and the District possible unavailability of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) specific performance or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”)injunctive relief.
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
Appears in 1 contract
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.3, the Pledge Agreement and Section 9.11 of the Credit Agreement, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute legal and valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorFirst Lien Obligations, upon (A) in the case of Collateral of such Grantor 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 such each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Tangible Chattel Paper to be pledged or assigned by such GrantorPaper, negotiable Documents and Certificated Securities, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) ), and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in U.S. Recordable Intellectual Property that is part of the Intellectual Property Collateral of such GrantorCollateral, the filing of the financing statements referred to in clause (A) and the completion of the filing, registration and recording of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A2 hereto with, 3-B as applicable, (x) the United States Patent and 3-C hereto in Trademark Office or (y) the United States Copyright Office and the United States Patent and Trademark Office, as applicable, and (iiiii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by each of the Credit Agreement and any Additional First Lien Agreements or Liens having priority over or being pari passu with the Collateral Agent’s Lien by operation of law Applicable Law. No Grantor shall be required to complete any filings or otherwise as permitted under take any action with respect to the Credit Agreementperfection of the Security Interests created hereby in any jurisdiction outside of the United States or incur or reimburse any expense in connection therewith.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to perfect the Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, with respect to U.S. Recordable Intellectual Property, (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, negotiable Documents or Certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.5, delivery to the Collateral Agent to be held in its possession in the United States and (iv) in the case of Collateral that constitutes Commercial Tort Claims taking the actions specified by Section 4.1(d). No Grantor shall be required to (1) (x) enter into any security agreements governed under foreign law or (y) complete any filings or take any other actions in any foreign jurisdiction or required by foreign law to create any security interest in Collateral located or titled outside the United States or to perfect or make enforceable any Security Interest in any foreign jurisdiction or required by foreign law, (2) except as described in clauses (iii) and (iv) above, take actions to perfect by Control, including delivering control agreements with respect toto Deposit Accounts, Securities Accounts or otherwise perfect Commodity Accounts, (3) take any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related perfection actions with respect to the clearing, payment proceeding and similar operations (x) Letter of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (except to the extent constituting Supporting Obligations of other than the United States of America, any state thereof and the District of Columbia) Collateral as to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than which perfection is accomplished by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code financing statement or equivalent (it being understood that no actions shall be required to perfect a security interest in Letter of Credit Rights, other than the applicable jurisdiction, to the extent filing of claims of creditors of such Person, a Uniform Commercial Code financing statement or equivalent) and (3) uncertificated securities (clauses (x), (y) Vehicles and other assets subject to certificates of title or (z4) collectivelydeliver Certificated Securities, if any, representing or evidencing the “Perfection Exceptions”)Securities of an Immaterial Subsidiary or Special Purpose Subsidiary or of any Person that is not a Subsidiary.
(c) It is understood and agreed that the security interests Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit AgreementAgreement and any Additional First Lien Agreements.
(d) As The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each Grantor and (ii) the jurisdiction of organization of each Grantor) is correct and complete in all material respects as of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv)Closing Date.
Appears in 1 contract
Sources: Credit Agreement (MultiPlan Corp)
Perfected Security Interests. (a) Subject to the Perfection Exceptions terms of the First Lien/Second Lien Intercreditor Agreement and the limitations set forth in clause (b) of this Section 3.033.3, the Second Lien Pledge Agreement and Section 9.11 of the Second Lien Credit Agreement, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute legal and valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the benefit of the Second Lien Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorSecond Lien Obligations, upon (A) in the case of Collateral of such Grantor 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 such each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Tangible Chattel Paper to be pledged or assigned by such GrantorPaper, negotiable Documents and Certificated Securities, the earlier of the delivery thereof to the Collateral Agent (or its agent, designee or bailee) and the filing of the financing statements referred to in clause (A) ), and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in U.S. Recordable Intellectual Property that is part of the Intellectual Property Collateral of in which a security interest may be perfected by such Grantorfilings, the filing of the financing statements referred to in clause (A) and the filing, registration completion of the filing and recording recordation of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A2 hereto with, 3-B as applicable, (x) the United States Patent and 3-C hereto in Trademark Office or (y) the United States Copyright Office and the United States Patent and Trademark Office, as applicable, and (iiiii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by each of the First Lien Credit Agreement and any Additional First Lien Agreements or Liens having priority over or being pari passu with the Collateral Agent’s Lien by operation of law Applicable Law. No Grantor shall be required to complete any filings or otherwise as permitted under take any action with respect to the Credit Agreementperfection of the Security Interests created hereby in any jurisdiction outside of the United States or incur or reimburse any expense in connection therewith.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to perfect the Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, with respect to U.S. Recordable Intellectual Property, (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, negotiable Documents or Certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.5, delivery to the Collateral Agent (or its agent, designee or bailee) to be held in its possession in the United States and (iv) in the case of Collateral that constitutes Commercial Tort Claims taking the actions specified by Section 4.1(d). No Grantor shall be required to (1) (x) enter into any security agreements governed under foreign law or (y) complete any filings or take any other actions in any foreign jurisdiction or required by foreign law to create any security interest in Collateral located or titled outside the United States or to perfect or make enforceable any Security Interest in any foreign jurisdiction or required by foreign law, (2) except as described in clauses (iii) and (iv) above, take actions to perfect by Control, including delivering control agreements with respect toto Deposit Accounts, Securities Accounts or otherwise perfect Commodity Accounts, (3) take any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related perfection actions with respect to the clearing, payment proceeding and similar operations (x) Letter of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (except to the extent constituting Supporting Obligations of other than the United States of America, any state thereof and the District of Columbia) Collateral as to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than which perfection is accomplished by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code financing statement or equivalent (it being understood that no actions shall be required to perfect a security interest in Letter of Credit Rights, other than the applicable jurisdiction, to the extent filing of claims of creditors of such Person, a Uniform Commercial Code financing statement or equivalent) and (3) uncertificated securities (clauses (x), (y) Vehicles and other assets subject to certificates of title or (z4) collectivelydeliver Certificated Securities, if any, representing or evidencing the “Perfection Exceptions”)Securities of an Immaterial Subsidiary or Special Purpose Subsidiary or of any Person that is not a Subsidiary.
(c) It is understood and agreed that the security interests Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Second Lien Credit AgreementAgreement and any Additional Second Lien Agreements.
(d) As The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including, without limitation, (i) the exact legal name of each Grantor and (ii) the jurisdiction of organization of each Grantor) is correct and complete in all material respects as of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv)Closing Date.
Appears in 1 contract
Sources: Intercreditor Agreement (Grocery Outlet Holding Corp.)
Perfected Security Interests. (a) Subject to Upon entry of the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03Final DIP Order, the Security Interests by such Grantor granted pursuant Final DIP Order shall be effective to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor create in favor of the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the DIP Secured Parties, a legal, valid, enforceable and perfected security interest in the DIP Collateral4 with the priority as collateral security provided in Section 3.01Section 3.01, as and to the extent contemplated by and described in such Final DIP Order and the Collateral Documents. At such time as (a) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (b) the other requirements of the Collateral Documents have been taken as and when required therein, the Collateral Agent or the Local Collateral Agent, as applicable, for the Guaranteed Obligations benefit of the DIP Secured Parties, shall have a perfected security interest under the UCC and any other jurisdiction required in the Collateral Documents in that portion of such Grantor, upon (A) in DIP Collateral to the case of Collateral of such Grantor in which a security interest extent that the Liens thereon may be perfected by filing a financing statement upon the taking of the actions described in clauses (a) and (b) above, subject in each case only to the Carve-Out and Permitted Liens, and such security interest is (i) entitled to the benefits, rights and protections afforded under the Uniform Commercial Code Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 4.12Section 4.12) and (ii) of such priority as provided herein in Section 3 and in the Final DIP Order. For the avoidance of doubt but without affecting the first sentence of this Section 4.12Section 4.12, the DIP Loan Documents will not require (i) the execution, filing or recording of mortgages in respect of real property (other than the Real Estate Mortgages), control agreements (other than with respect to the Disbursement Account and the Collateral Proceeds Account, if any), (ii) the taking of any jurisdictionaction to obtain possession or control of any DIP Collateral (other than in respect of any Priority Pledged Equity Interests and any Colombian Engine Pledge), (iii) or any action with respect to Intellectual Property beyond the filing of financing statements naming such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral Security Agreements in respect of such GrantorIntellectual Property registered, the filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3issued or applied-A, 3-B and 3-C hereto in the United States Copyright Office and for with the United States Patent and Trademark Office or the Copyright Office, as applicable, and (iiiiv) are prior to all other Liens on the Collateral filing or taking of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu any action with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything respect to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations perfection of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral Pledged Spare Part or Pledged Engine (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest other than Priority Pledged Engines, as contemplated in Schedule 4 NTD: The “DIP Collateral” in the following other than by Collateral Documents shall include, without limitation, all Pledged Debt, Pledged Engines, Pledged Route Authorities, Pledged Slots, Pledged Spare Parts, Priority Pledged Equity Interests, Priority Pledged Engines, the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within loyalty program and the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Personbrand, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”)cargo business.
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
Appears in 1 contract
Sources: Super Priority Debtor in Possession Term Loan Agreement
Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.5, the Security Interests by such Grantor security interests granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorObligations, upon (A) in the case of Collateral of such Grantor 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 such Grantor each Debtor as “debtor” debtor and the Collateral Agent as “secured party” party and describing the Collateral in the applicable filing offices, ; (B) in the case of Chattel Paper to be pledged or assigned by such Grantorinstruments and certificated securities, upon the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) ), and/or (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements Registered Intellectual Property included in the Intellectual Property Collateral of such GrantorCollateral, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the form United States Patent and Trademark Office within the three-month period commencing as of the Grant date hereof or, in the case of Security Interest in Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and within the United States Patent and Trademark Officeone-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as applicableof the date of such acquisition, and (iiiz) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation Section 6.02 of law or otherwise as permitted under the Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor Debtor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent by any means other than (i) filings pursuant to the Grantors from using the Collateral Uniform Commercial Code as enacted in the ordinary course relevant States of their respective businesses or as otherwise permitted by the Credit Agreement.
such Debtors, (dii) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims filings with United States’ governmental offices with respect to Registered Intellectual Property and (iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession by the Agent in the United States; provided that (x) foreign filings and agreements may be required by the Agent in the case of any Collateral located in a jurisdiction in which a Commercial Tort Action was commenced Loan Party is then organized, (y) a foreign pledge or security agreement may be required, in the reasonable discretion of the Agent; provided that no such agreement shall be required to be governed by the laws of a jurisdiction other than those listed the one in Schedule 2(a)(iv)which a Loan Party is then organized and (z) any commercial tort claim of a Debtor where the amount in controversy is equal to or exceeds $10,000,000, individually, shall be required to be perfected. Additionally, no Debtor shall be required to obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee.
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Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.033.3, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such GrantorObligations, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdictionCode, the filing of financing statements naming such each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Chattel Paper to be pledged or assigned by such Grantorand certificated Securities, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A) and/or ), (C) in the case of registered CopyrightsDeposit Accounts, applied for and registered Trademarksthe execution of Deposit Account Control Agreements, applied for and issued Patents and Exclusive IP Agreements included (D) in the case of Securities Accounts, the execution of Securities Account Control Agreements, and/or (E) in the case of Intellectual Property Collateral of such GrantorCollateral, the filing completion of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Intellectual Property Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks Agreement set forth in Exhibit 3-A, 3-B and 3-C 3 hereto (x) in the United States Copyright Office and the United States Patent and Trademark Office and (y) in the United States Copyright Office, as applicable, and (iiiii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral of such Grantor other than Permitted Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Revolving Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required required, on or before the Closing Date, to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following interests created hereby by any means other than by the filing of a UCC financing statement: (1i) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of filings pursuant to the Uniform Commercial Code Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property, (iii) in the case of the applicable jurisdictionCollateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, in each case, to the extent included in the Collateral, delivery to the Collateral Agent to be held in its possession in the United States. No Grantor shall be required, on or before the Closing Date, to complete any filings or other action with respect to the perfection of claims the security interests created hereby in any jurisdiction outside of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”)United States.
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreementbusinesses.
(d) As The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each Grantor and (ii) the jurisdiction of organization of each Grantor) is correct and complete as of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv)Closing Date.
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