USA Law and Practice Contributed by: Nicholas A Dorsey, Ryan J Patrone, Kelly M Smercina and Margaret R M Rallings, Cravath, Swaine & Moore LLP
Shares Creation: security agreement or pledge agree- ment. Perfection: if certificated, possession; if uncer- tificated, control agreement. Inventory Creation: security agreement. Perfection: filing of UCC financing statement. Bank Accounts Creation: security agreement. Perfection: control agreement. Receivables Creation: security agreement. Perfection: filing of UCC financing statement. Intellectual Property Creation: security agreement. Perfection: filing of UCC financing statement and, as applicable, recording with the US Patent and Trademark Office and/or the US Copyright Office. Real Property Creation: mortgage or, in certain states, a deed of trust. Perfection: recording mortgage or deed of trust in local recording office where the property is located. Movable Assets Creation: security agreement. Perfection: filing of UCC financing statement. Special US federal or state law may also apply – for example, for assets such as motor vehicles and railroad rolling stock.
Further Actions Certain actions generally need to be taken in order to maintain the effectiveness of UCC financing statements, including the filing of: • continuation statements, which are required to be filed within the six months prior to the expiration of five years from the date of the original filing of the UCC financing statements (this date appears on each UCC financing statement); and • such other statements as may be required by any change in name, identity or corpo- rate structure of any grantor or the collateral agent. Subsequent recordings with the US Patent and Trademark Office or, in the case of copyrights, the US Copyright Office may be necessary to perfect a lien on intellectual property acquired by any of the grantors after the original closing date. Other actions by the collateral agent may be necessary or advisable in order to preserve or obtain for the secured parties the full benefit of the guarantees and the security interests in the collateral. For example, the debt agreement might contemplate that, upon the occurrence of certain events, the grantors may be required to pledge additional assets and/or that subsidiar- ies formed or acquired after the original closing date may be required to grant a security interest in their assets and properties to secure the debt. In such cases, the collateral agent will need to file UCC financing statements in the appropri- ate jurisdiction and may be required to make other filings and recordings, such as record- ings of mortgages and intellectual property as described above, and take other actions in con- nection therewith.
537 CHAMBERS.COM
Powered by FlippingBook