Perfection Supplements Further Assurances Use of Collateral Sample Clauses

Perfection Supplements Further Assurances Use of Collateral. SECTION 3.1. Delivery of Certificated Securities Collateral 10 SECTION 3.2. Perfection of Uncertificated Securities Collateral 10 SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest 11 SECTION 3.4. Other Actions 11 SECTION 3.5. Joinder of Additional Guarantors 14 SECTION 3.6. Supplements: Further Assurances 14 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS SECTION 4.1. Title 15 SECTION 4.2. Limitation on Liens; Defense of Claims; Transferability of Collateral 15 SECTION 4.3. Chief Executive Office; Change of Name; Jurisdiction of Organization 16 SECTION 4.4. Location of Inventory and Equipment 16 SECTION 4.5. Condition and Maintenance of Equipment 16 SECTION 4.6. Due Authorization and Issuance 17 SECTION 4.7. No Claims 17 SECTION 4.8. No Conflicts, Consents, etc 17 SECTION 4.9. Collateral 17 SECTION 4.10. Insurance 17 Page
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Perfection Supplements Further Assurances Use of Collateral. SECTION 3.1 Delivery of Certificated Securities Collateral....................... 21 SECTION 3.2 Perfection of Uncertificated Securities Collateral................... 21 SECTION 3.3 Financing Statements and Other Filings; Maintenance of Perfected Security Interest....................................... 21 SECTION 3.4
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Perfection Supplements Further Assurances Use of Collateral. Section 3.1. Financing Statements and Other Filings; Maintenance of Perfected Security Interest 6 Section 3.2. Other Actions 6 Section 3.3. Supplements; Further Assurances 7 Section 3.4. Restricted Payments 7 ARTICLE IV representations, warranties and CERTAIN covenants Section 4.1. Title 8 Section 4.2. Validity of Security Interest 8 Section 4.3. Defense of Claims; Transferability of Collateral 8 Section 4.4. Other Financing Statements 8 Section 4.5. Consents, etc 9 Section 4.6. Name Change; Organizational Structure; Jurisdiction of Organization 9 Section 4.7. Servicing Agreement 9 Section 4.8. Policy Files 9 Section 4.9. Pool Policies 9 Section 4.10. Policy Collateral Assignments 9 Section 4.11. Pool Policies and Insurers 10 ARTICLE V Transfers
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Perfection Supplements Further Assurances Use of Collateral. SECTION 3.1. Delivery of Certificated Securities Collateral 8 SECTION 3.2. Perfection of Uncertificated Securities Collateral 8 SECTION 3.3. Maintenance of Perfected Security Interest 9 SECTION 3.4. Other Actions 9 SECTION 3.5. Supplements; Further Assurances 12 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS SECTION 4.1. Title 13 SECTION 4.2. Limitation on Liens; Defense of Claims; Transferability of Collateral 13 SECTION 4.3. Chief Executive Office; Change of Name; Jurisdiction of Organization 13 SECTION 4.4. Due Authorization and Issuance 13 Page SECTION 4.5. No Conflicts, Consents, etc. 14 SECTION 4.6. Collateral 14 SECTION 4.7. Insurance 14 SECTION 4.8. Payment of Taxes; Compliance with Laws; Contested Liens; Claims 15 ARTICLE V CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL SECTION 5.1. Pledge of Additional Securities Collateral 15 SECTION 5.2. Voting Rights; Distributions; etc. 15 SECTION 5.3. Organization Documents 16 SECTION 5.4. Defaults, Etc 16 SECTION 5.5. Certain Agreements of Grantors As Issuers and Holders of Equity Interests 16 ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL SECTION 6.1. Registrations 17 SECTION 6.2. No Violations or Proceedings 17 SECTION 6.3. Protection of Lender’s Security 17 SECTION 6.4. After-Acquired Property 18 SECTION 6.5. Modifications 18 SECTION 6.6. Litigation 19 ARTICLE VII CERTAIN PROVISIONS CONCERNING CREDIT CARD RECEIVABLES AND ACCOUNTS SECTION 7.1. Special Representations and Warranties 19 SECTION 7.2. Maintenance of Records 20 SECTION 7.3. Legend 20 SECTION 7.4. Modification of Terms, Etc. 20 SECTION 7.5. Collection 20 Page ARTICLE VIII
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Perfection Supplements Further Assurances Use of Collateral 
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Related to Perfection Supplements Further Assurances Use of Collateral

  • Lien Perfection; Further Assurances Borrower shall execute such UCC-1 financing statements as are required by the UCC and such other instruments, assignments or documents as are necessary to perfect Lender’s Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Lender’s Lien upon the Collateral. Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Lender to execute and file any such financing statements, including, without limitation, financing statements that indicate the Collateral (i) as all assets of Borrower or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 5.1, on Borrower’s behalf. Borrower also hereby ratifies its authorization for Lender to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender’s request, Borrower shall also promptly execute or cause to be executed and shall deliver to Lender any and all documents, instruments and agreements deemed necessary by Lender to give effect to or carry out the terms or intent of the Loan Documents.

  • Additional Collateral; Further Assurances (a) Subject to applicable law, the Borrowers and each other Loan Party shall cause each Domestic Subsidiary (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement to become a Loan Party on or prior to the date that is the later of (i) 30 days following the date of such formation or acquisition and (ii) the earlier of the date of the required delivery of the next Compliance Certificate following such creation or acquisition and the date which is 45 days after the end of the most recently ended Fiscal Quarter (or such later date as may be acceptable to the Administrative Agent in its discretion), by executing a Joinder Agreement in substantially the form attached as Exhibit J hereto (the “Joinder Agreement”) and a Security Agreement Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will simultaneously therewith deliver a completed Perfection Certificate and simultaneously therewith or as soon as practicable thereafter (and in any event within 45 days thereafter (as may be extended at the discretion of the Administration Agent)) take such actions as may be required in accordance with the terms hereof or of the applicable Collateral Documents to grant Liens to the Administrative Agent, for the benefit of itself and the Lenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (subject to the limitations with respect to Capital Stock set forth in paragraph (b) of this Section 5.12, the limitations with respect to real property set forth in paragraph (d) of this Section 5.12, and any other limitations set forth in the Pledge and Security Agreement) of such Loan Party which constitutes Collateral (including any Material Real Estate Assets), on such terms as may be required pursuant to the terms of the Collateral Documents and in such priority as may be required pursuant to the terms of the Subordination Agreement, and with respect to Material Real Estate Assets, take such actions described in paragraph (d) of this Section.

  • Amendments; Waivers; Additional Grantors; Etc (a) No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Collateral Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

  • Perfection, Etc Each Collateral Document delivered pursuant to this Agreement will, upon execution and delivery thereof, be effective to create (to the extent described therein and subject, in the case of Collateral Documents governed by the Laws of a jurisdiction located outside of the United States, to the Guaranty and Security Principles) in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, winding-up, insolvency, fraudulent conveyance, reorganization (by way of voluntary arrangement, schemes of arrangements or otherwise), moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and (a) when financing statements and other filings in appropriate form are filed or registered, as applicable, in the offices of the Secretary of State (or a comparable office in any applicable non-U.S. jurisdiction or pursuant to such other system of registration as may exist in any applicable non-U.S. jurisdiction) of each Loan Party’s jurisdiction of organization or formation and applicable documents are filed and recorded as applicable in the United States Copyright Office or the United States Patent and Trademark Office and (b) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the applicable Collateral Document or in the case of any Loan Party that is not a Domestic Loan Party, such actions as set forth in the applicable Collateral Documents to which such Loan Party is a party) the Liens created by the Collateral Documents shall constitute fully perfected (or the equivalent under applicable foreign law) first priority Liens so far as possible under relevant law on, and security interests in (to the extent intended to be created thereby and required to be perfected under the Loan Documents and, in each case, subject to the Guaranty and Security Principles), all right, title and interest of the grantors in such Collateral in each case free and clear of any Liens other than Liens permitted hereunder.

  • Security Interests; Further Assurances Promptly upon the reasonable request of the Administrative Agent or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required Lenders determine that they are required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

  • Further Assurances; Financing Statements (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired.

  • Absence of UCC Financing Statements, Etc Except with respect to the Mortgage Loan Documents and the Loan Documents, there is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest or security title in the interest in the Premises or any of the Collateral.

  • Additional Security; Further Assurances; etc (a) The Borrowers will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents.

  • Defense of Collateral, Etc The Company shall defend and enforce its right, title and interest in and to any part of: (a) the Pledged Property; and (b) if not included within the Pledged Property, those assets and properties whose loss could have a Material Adverse Effect, the Company shall defend the Secured Party's right, title and interest in and to each and every part of the Pledged Property, each against all manner of claims and demands on a timely basis to the full extent permitted by applicable law.

  • Release of Collateral, etc Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Liabilities;

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