Preservation and Protection of Security Sample Clauses

Preservation and Protection of Security. Further Assurances 5 Section 2.04. Attorney-in-fact 6 Section 2.05. Special Provisions Relating to the Collateral 6 Section 2.06. Proxies 7 Section 2.07. Termination 7 Section 2.08. Class B Stock 7 ARTICLE III REPRESENTATIONS 8 Section 3.01. Pledgor Representations 8 ARTICLE IV COVENANTS 9 Section 4.01. Affirmative Covenants 9 Section 4.02. Negative Covenants 10 ARTICLE V REMEDIES 10 Section 5.01. Remedies Generally 10 Section 5.02. Sale of Collateral 10 Section 5.03. Application of Proceeds 11 Section 5.04. Expenses 11 ARTICLE VI MISCELLANEOUS 12 Section 6.01. Notices 12 Section 6.02. Continuing Security Interest 12 Section 6.03. Release 13 Section 6.04. Reinstatement 13 Section 6.05. Independent Security 13 Section 6.06. Amendments 13 Section 6.07. Successors and Assigns 13 Section 6.08. No Third-Party Beneficiaries 13 Section 6.09. No Waiver, Remedies Cumulative 13 Section 6.10. Counterparts 13 Section 6.11. Headings Descriptive 14 Section 6.12. Severability 14 Section 6.13. Governing Law; Submission to Jurisdiction and Venue, Waiver of Jury Trial 14 Section 6.14. Entire Agreement 14 Section 6.15. This Agreement Controls 15 Section 6.16. Waiver of Defenses 15 Section 6.17. Subrogation, Etc. 15 This AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is made as of January 25, 2024 by and between SXXXXX OPERATIONS US CORP. (a company organized and existing under the laws of Delaware, having company number 6371905 and a registered address of Sxxxxx Miami River Hotel, 400 XX 0 Xxxxxx, Xxxxx, XX 00000, the “Pledgor”), and LUDMILIO LIMITED, in its capacity as collateral agent under the Notes (as defined below) (together with its successors, in such capacity, the “Secured Party”). This Agreement amends and restates in its entirety that certain Pledge Agreement , by and among Pledgor and Secured Party, dated as of June 26, 2023 (the “Original Pledge Agreement”).
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Preservation and Protection of Security. The Pledgor will: upon the acquisition after the date hereof by the Pledgor of any Collateral, promptly either (i) transfer and deliver to the Brazilian Collateral Agent all such Collateral and/or (ii) take such other action as the Brazilian Collateral Agent reasonably deems necessary or appropriate to create, perfect and establish the priority of the liens created by this Agreement in such Collateral; and promptly give, execute, deliver, file or record any and all financing statements, notices, contracts, agreements or other instruments, obtain any and all governmental authorizations and take any and all steps that may be necessary or as the Brazilian Collateral Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the liens granted by this Agreement or to enable the Brazilian Collateral Agent to exercise and enforce its rights, remedies, powers and privileges under this Agreement with respect to those liens, including, upon the occurrence of a Collateral Disposition Event, causing any or all of the Collateral to be transferred of record into the name of the Brazilian Collateral Agent or its nominee (and the Brazilian Collateral Agent agrees that if any Collateral is transferred into its name or the name of its nominee, the Brazilian Collateral Agent will thereafter promptly give to the Pledgor copies of any notices and communications received by it with respect to the Collateral pledged by the Pledgor).
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Preservation and Protection of Security. (i) It will promptly do everything necessary or reasonably required by the Agent:
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Preservation and Protection of Security. 32.12 The Facility Agent may (but is not obliged to) and the Security Holder shall (if instructed to do so by the Facility Agent) take whatever steps the Facility Agent considers in good faith are necessary to protect or preserve the interests of the Finance Parties without requiring the consent or approval of the Majority Lenders (including, without limitation, taking any of the steps contemplated by clause 27.38 (Consequences of an Event of Default) provided that notice has been given to the Borrower in accordance with that clause) if the Facility Agent reasonably believes that:
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Preservation and Protection of Security. (i) It will promptly do everything necessary or reasonably required by the Agent to protect and enforce its title and the title of the Agent as mortgagee to the Mortgaged Property; and
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Preservation and Protection of Security. Interest The Debtor represents warrants, covenants and agrees that at all times during the term of this Security Agreement, it shall not, nor shall it permit any of its affiliated parties or entities to, without the prior written consent of the Secured Party (i) borrow against the Collateral or any portion of the Collateral from any other person, firm or entity, (ii) grant or create or permit to attach or exist any mortgage, pledge, lien, charge or other encumbrance, or security interest on, of or in any of the Collateral or any portion of the Collateral except those in favor of the Secured Party, (iii) permit any levy or attachment to be made against the Collateral or, any portion of the Collateral, or (iv) permit any financing statements to be on file with respect to any of the Collateral, except financing statements in favor of the Secured Party. The Debtor shall faithfully preserve and protect the Secured Party's security interest in the Collateral and shall assist the Secured Party to cause that security interest to be perfected and continue perfected so long as the Debt or any portion of the Debt is outstanding, unpaid or executory. For purposes of the perfection of the Secured Party's security interest in the Collateral in accordance with the requirements of this Security Agreement, the Debtor hereby authorizes the Secured Party to file or record, or cause to be filed or recorded, such instruments, documents and notices, including as- signments, financing statements and continuation statements, as the Secured Party may deem necessary from time to time in order to perfect and continue perfected such security interest. The Debtor shall do all such other acts and things and shall execute and deliver all such other instruments and documents, including further security agreements, pledges, endorsements, assignments and notices, as the Secured Party in its commercially reasonable discretion may deem necessary or advisable from time to time in order to perfect and preserve the priority of such security interest as a first lien security interest in the Collateral prior to the rights of all third persons, firms and entities, except as may be otherwise provided in the Agreement. The Debtor irrevocably appoints the Secured Party (and any of the Secured Party's designated officers, employees and/or agents) as the attorney-in-fact of the Debtor to do all acts and things which the Secured Party may deem necessary or advisable from time to time to preserve, perfec...
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Related to Preservation and Protection of Security

  • Preservation of Security 6.1 It is hereby agreed and declared that:

  • Perfection and Protection of Security Interest Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

  • Protection of Security Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

  • Preservation of Security Interest The Servicer (at its own expense, on behalf of the Borrower) will file such financing and continuation statements and any other documents that may be required by any law or regulation of any Governmental Authority to preserve and protect fully the first priority perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing.

  • Protection of Security Interest With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) acquire such Collateral Portfolio pursuant to and in accordance with the terms of the Contribution Agreement, (ii) at the expense of the Servicer, on behalf of the Borrower take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral Portfolio free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing, filing and maintaining (at the expense of the Servicer, on behalf of the Borrower) effective financing statements against the Transferor in all necessary or appropriate filing offices, (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) at the expense of the Servicer, on behalf of the Borrower, take all action necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens, to exist in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower’s interests in all of the Collateral Portfolio being Pledged hereunder including the filing of a UCC financing statement in the applicable jurisdiction adequately describing the Collateral Portfolio (which may include an “all asset” filing), and naming the Borrower as debtor and the Collateral Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof), (iv) permit the Administrative Agent or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable advance notice examine and make copies of all documents, books, records and other information concerning the Collateral Portfolio and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters, and (v) take all additional action that the Administrative Agent or the Collateral Agent may reasonably request to perfect, protect and more fully evidence the respective first priority perfected security interests of the parties to this Agreement in the Collateral Portfolio, or to enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective rights hereunder.

  • Perfection of Security Each Obligor shall have duly authorized, executed, acknowledged, delivered, filed, registered and recorded such security agreements, notices, financing statements, memoranda of intellectual property security interests and other instruments as the Agent may have reasonably requested in order to perfect the Liens purported or required pursuant to the Credit Documents to be created in the Credit Security and shall have paid all filing or recording fees or taxes required to be paid in connection therewith, including any recording, mortgage, documentary, transfer or intangible taxes.

  • Perfection of Transfer and Protection of Security Interests Section 4.01. Custody of Contracts.....................................................................53 Section 4.02. Filing...................................................................................53 Section 4.03. Name Change or Relocation................................................................54 Section 4.04. Chief Executive Office...................................................................54 Section 4.05.

  • Confirmation of Security Borrower hereby confirms and agrees that all of the Collateral Documents that presently secure the Obligations shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Obligations as described in the Original Credit Agreement as modified by this Amendment.

  • Creation of Security (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor of, the Lenders in its rights and interests under or pursuant to: (i) this Agreement, (ii) any agreement or document included in the Security Package, (iii) the Facility, (iv) the movable, immovable and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Agreement without the prior written consent of the GOB except as already provided above.

  • Maintenance of Security Interest (a) Such Canadian Pledgor shall maintain the security interest created by this Agreement in such Canadian Pledgor’s Pledged Collateral as a security interest having at least the perfection and priority described in subsection 4.3.4 or subsection 4.3.5, as applicable and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the ABL Collateral Agent and at the sole expense of such Canadian Pledgor, such Canadian Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Pledgor; provided, that notwithstanding any other provision of this Agreement or any other Loan Documents, neither the Parent Borrower nor any other Canadian Pledgor will be required to (i) take any action in any jurisdiction other Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any Collateral, (ii) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by subsection 4.16 of the ABL Credit Agreement and (B) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes to the ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (iii) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) constituting Excluded Assets (except, in each case, to the extent consisting of proceeds perfected by the filing of a financing statement under the PPSA or, in the case of Pledged Stock, by being held by the ABL Collateral Agent or an Additional Agent as agent for the ABL Collateral Agent), (iv) deliver landlord lien waivers, estoppels or collateral access letters or (v) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property constituting Excluded Assets.

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