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Document Preview Security Agreement |
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Title: |
Security Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
Preview shows 26KB of 70KB total |
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Price: |
$52 |
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ID: |
#2846959 |
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Start of Preview |
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EXECUTION VERSION
DATED 30 MARCH 2007
GE CAPITAL LEASING CORPORATION
As Security Agent
THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 HERETO
As the Finance Parties
SPANSION JAPAN LIMITED
As the Company
SECURITY AGREEMENT
CONTENTS
| Clause | Page | |||
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1. |
Definitions And Interpretation | 1 | ||
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2. |
Mortgage | 5 | ||
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3. |
Registration Of Mortgage | 6 | ||
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4. |
Enforcement Of Mortgage | 7 | ||
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5. |
Security Assignment On Assigned Movable Property | 8 | ||
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6. |
Perfection Of Security Assignment On Assigned Movable Property | 9 | ||
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7. |
Exercise Of Rights And Enforcement Of Security Assignment On Assigned Movable Property | 9 | ||
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8. |
Security Assignment On Assigned Inventory | 10 | ||
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9. |
Perfection Of Security Assignment On Assigned Inventory | 10 | ||
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10. |
Exercise Of Rights And Enforcement Of Security Assignment On Assigned Inventory | 11 | ||
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11. |
Pledge On Insurance Claim | 11 | ||
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12. |
Perfection Of Pledge | 11 | ||
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13. |
Exercise Of Rights And Enforcement Of Pledge | 12 | ||
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14. |
Termination | 12 | ||
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15. |
Company's Undertaking And Representations | 13 | ||
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16. |
Power Of Attorney | 15 | ||
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17. |
Company's Obligations | 16 | ||
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18. |
Effectiveness Of Security | 16 | ||
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19. |
Costs And Expenses And Liability | 17 | ||
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20. |
Assignment And Transfer | 18 | ||
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21. |
Successors | 19 | ||
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22. |
Notices | 19 | ||
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23. |
Partial Invalidity | 19 | ||
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24. |
Miscellaneous | 19 | ||
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25. |
Governing Law And Jurisdiction | 19 | ||
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Schedule 1 |
List of Finance Parties | |||
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Schedule 2 |
Initial Mortgaged Property | |||
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Schedule 3 |
Initial Assigned Movable Property | |||
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Schedule 4 |
Identification Items of Assigned Inventory | |||
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Schedule 5 |
Initial Pledged Insurance Claim | |||
- 1 -
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Schedule 6 |
Pro Forma Letter to Create Additional Mortgage | |||
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Schedule 7 |
Pro Forma Letter to Create Additional Security Assignment | |||
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Schedule 8 |
Pro Forma Letter to Create Additional Pledge | |||
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Schedule 9 |
Pro Forma Real Property Report | |||
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Schedule 10 |
Pro Forma Movable Property Report | |||
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Schedule 11 |
Pro Forma Instruction of Constructive Delivery | |||
- 2 -
THIS AGREEMENT is made on 30 March 2007.
BETWEEN:
GE CAPITAL LEASING CORPORATION, in its capacity as security agent for and on behalf of each of the Finance Parties (the Security Agent, which expression shall include any person for the time being appointed as Security Agent); and
THE FINANCIAL INSTITUTIONS listed in Schedule 1 (List of Finance Parties) hereto; and
SPANSION JAPAN LIMITED (the Company).
IT IS AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Senior Facility Agreement (as defined below). |
| 1.2 | In this Agreement: |
Acknowledgement of Pledge means a written consent of the Insurance Company to the Pledge created pursuant to this Agreement.
Additional Assigned Machinery means any Machinery additionally assigned to the Finance Parties pursuant to Clause 5.2 which will be described and identified in the relevant Moveable Property Report or in the relevant Utilisation Request.
Additional Assigned Movable Property means any Movable Property additionally assigned to the Finance Parties pursuant to Clause 5.2 which will be described and identified in the relevant Movable Property Report or in the relevant Utilisation Request.
Additional Mortgaged Property means any Real Property additionally mortgaged in favour of each of the Finance Parties pursuant to Clause 2.2 which will be described and identified in the relevant Real Property Report.
Additional Pledged Insurance Claim means any right or claim against an insurance company arising under or in connection with the insurance policy additionally pledged in favour of each of the Finance Parties pursuant to Clause 11.2.
Applicable Laws means the Civil Code and any other laws and rules and regulations (including, without limitation, administrative guidelines or practice) which may apply to any aspect of the transactions contemplated under this Agreement.
Assigned Inventory means any inventory, work in progress and raw materials which the Company owns and possesses, or will own and possess, from time to time, at the Initial Mortgaged Property and other places, the items for identification of which are listed in Schedule 4 (Identification Items of Assigned Inventory) hereto.
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