or
otherwise violated any proprietary rights of any other Person which could
reasonably be expected to have a Material Adverse Effect.
96
6.20
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.
6.21
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 PURSUANT TO
THE COLLATERAL SECURITY AGREEMENT AND EXCEPT FOR LIENS OF THE TYPES