Borrower or
any of its Subsidiaries of any such Intellectual Property has infringed or
otherwise violated any proprietary rights of any other Person which could
reasonably be expected to have a Material Adverse Effect.
108
14.20.
CERTAIN FEES
No broker's or finder's fees or commissions or any similar fees or commissions
will be payable by the Borrower, the Borrower or any of its Subsidiaries with
respect to the incurrence and maintenance of the Obligations, any other
transaction contemplated by the Documents or any
services rendered in
connection with such transactions.
14.21.
SECURITY DOCUMENTS
A.
SECURITY AGREEMENT COLLATERAL.
THE
PROVISIONS OF THE SECURITY DOCUMENTS UPON EXECUTION AND DELIVERY THEREOF ARE
EFFECTIVE TO CREATE IN FAVOR OF THE COLLATERAL AGENT OR, AS THE CASE MAY BE, THE
UK SECURITY TRUSTEE FOR THE BENEFIT OF THE SECURED PARTIES, A LEGAL, VALID AND
ENFORCEABLE SECURITY INTEREST IN ALL RIGHT, TITLE AND INTEREST OF THE APPLICABLE
CREDIT PARTY IN THE COLLATERAL (OTHER THAN THE COLLATERAL DESCRIBED IN THE
MORTGAGES) OWNED BY SUCH CREDIT PARTY, AND THE COLLATERAL SECURITY AGREEMENT,
THE INTERCREDITOR AGREEMENT, THE PLEDGE AGREEMENT AND THE UK SECURITY DOCUMENTS,
TOGETHER WITH THE FILINGS OF FORM UCC-1 (OR OTHER SIMILAR FILING, IF ANY) IN ALL
RELEVANT JURISDICTIONS AND DELIVERY OF ALL POSSESSORY COLLATERAL CREATE A FIRST
LIEN ON, AND SECURITY INTEREST IN (OR SIMILAR INTEREST IN RESPECT OF), ALL
RIGHT, TITLE AND INTEREST OF THE BORROWER AND SUCH CREDIT PARTIES IN ALL OF THE
COLLATERAL DESCRIBED THEREIN, SUBJECT TO NO OTHER LIENS OTHER THAN PERMITTED
LIENS.
EXCEPT FOR TITLED VEHICLES, VESSELS AND OTHER COLLATERAL WHICH MAY NOT
BE PERFECTED THROUGH THE FILING OF FINANCING STATEMENTS UNDER THE UNIFORM
COMMERCIAL CODE (OR SIMILAR APPLICABLE LAW) OF THE APPROPRIATE JURISDICTION (OR
SIMILAR FILINGS IN EACH RELEVANT JURISDICTION) AND WHICH HAVE AN AGGREGATE FAIR
MARKET VALUE OF LESS THAN $5,000,000, AND EXCEPT FOR PATENTS, TRADEMARKS, TRADE
NAMES AND COPYRIGHTS TO THE EXTENT PERFECTION WOULD REQUIRE FILING IN ANY
FOREIGN JURISDICTION, ALL SUCH LIENS ARE PERFECTED LIENS (OR SIMILAR LEGAL
STATUS).
THE RECORDATION IN THE UNITED STATES PATENT AND TRADEMARK OFFICE AND
IN THE UNITED STATES COPYRIGHT OFFICE OF ASSIGNMENTS FOR SECURITY MADE PURSUANT
TO THE COLLATERAL SECURITY AGREEMENT WILL BE EFFECTIVE, UNDER FEDERAL LAW, TO
PERFECT THE SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT OF
THE SECURED PARTIES IN THE TRADEMARKS, PATENTS AND COPYRIGHTS COVERED BY SUCH
THE COLLATERAL SECURITY AGREEMENT.
THE RECORDATION WITH THE UNITED STATES
SURFACE TRANSPORTATION BOARD OF ASSIGNMENTS FOR SECURITY MADE PURSUANT TO THE
SECURITY AGREEMENT WILL BE EFFECTIVE UNDER FEDERAL LAW, TO CREATE A VALID FIRST
LIEN IN FAVOR OF THE COLLATERAL AGENT IN THE RAILCARS COVERED BY THE COLLATERAL
SECURITY AGREEMENT
B.
PLEDGED SECURITIES.
THE SECURITY
INTERESTS CREATED IN FAVOR OF THE COLLATERAL AGENT, AS PLEDGEE FOR THE BENEFIT
OF THE SECURED PARTIES UNDER THE COLLATERAL SECURITY AGREEMENT AND THE PLEDGE
AGREEMENT, CONSTITUTE PERFECTED SECURITY INTERESTS IN THE PLEDGED SECURITIES, IF
ANY, SUBJECT TO NO SECURITY INTERESTS OF ANY OTHER PERSON EXCEPT FOR THE LIENS
GRANTED UNDER OR