Confirmation of security and guarantees Sample Clauses

Confirmation of security and guarantees. 6.1 Each Obligor agrees, confirms and acknowledges that the Security provided by it under the Transaction Security Documents and its obligations under the Finance Documents (including the obligations of the Guarantors under clause 20 (Guarantee and Indemnity) of the Original Agreement) shall not be discharged, impaired or otherwise adversely affected by the amendment and restatement of the Original Agreement in accordance with this Agreement, are continuing and shall remain in full force and effect in respect of the obligations of the Obligors under the Finance Documents (as amended by this Agreement). 6.2 All references in any Finance Document to the "Facility Agreement" or any other derivative description of the "Facility Agreement" shall be construed as references to such document as amended by this Agreement.
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Confirmation of security and guarantees. To induce the other parties hereto to enter into this Fourth Amendment, each of the Loan Parties hereby confirms that: 1. As security for the Secured Obligations due to the Administrative Agent and the Secured Parties under the Loan Documents, Collateral Agent (for itself and for the benefit of the Secured Parties) has been granted and holds valid and perfected first-priority (subject to Liens permitted under the Loan Documents) security interests in and against, inter alia, the Collateral described in the Security Agreement. The Loan Parties hereby reaffirm and grant to Collateral Agent, for the benefit of the Secured Parties, a security interest and lien in and against all Collateral. The Loan Parties previously agreed, and by this Fourth amendment, reaffirm their agreement, to deliver and/or authorize the filing of Uniform Commercial Code Financing Statements by the Collateral Agent, for the benefit of the Secured Parties, to confirm and/or perfect the security interests in the Collateral, and grant power to and appoint the Collateral Agent as the Loan Parties’ attorney-in-fact to execute and record such instruments on the Loan Parties’ behalf. The Loan Parties additionally reaffirm the grant of a security interest to the Collateral Agent, for the benefit of the Secured Parties, in the Collateral at this time 2. Each Guarantor, jointly and severally, has absolutely, unconditionally and irrevocably guaranteed the Guaranteed Obligations and has agreed to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under its Guaranty or any other Loan Document. The Guarantors reaffirm their absolute, unconditional and irrevocable guaranty of the Guaranteed Obligations at this time.
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Confirmation of security and guarantees. (a) Each Tellus Obligor and the Tellus Security Provider confirms that any security or guarantee created or given by it under any Tellus Finance Document will continue in full force and effect for the Tellus Facility Agreement, subject to the amendments contemplated by this Agreement and Clause 6 (Resignation and substitution), and shall continue to secure or guarantee (as applicable) the obligations of the Tellus Obligors under the Tellus Facility Agreement and the other Tellus Finance Documents (but not, for the avoidance of doubt, the Xxxx Secured Obligations). (b) Each Xxxx Obligor confirms that any guarantee created or given by it under any Xxxx Finance Document will continue in full force and effect for the Xxxx Facility Agreement, subject to the amendments contemplated by this Agreement and Clause 6 (Resignation and substitution), and shall continue to guarantee the obligations of the Xxxx Obligors under the Xxxx Facility Agreement and the other Xxxx Finance Documents (but not, for the avoidance of doubt, the Tellus Secured Obligations). (c) Each Xxxx Obligor and the Xxxx Security Provider confirms that any Vela Cross-collateral Security Document created or given by it under any Xxxx Finance Document will continue in full force and effect, subject to the amendments contemplated by this Agreement, and shall: (i) up to the SDRL Restructuring Completion Date continue, to secure the obligations of the Tellus Obligors and the Xxxx Obligors under the Tellus Facility Agreement and the Xxxx Facility Agreement and the other Facilities Finance Documents, subject to the Intercreditor Agreement; and (ii) after the SDRL Restructuring Completion Date, continue to secure only the obligations of the Xxxx Obligors under the Xxxx Facility Agreement and the other Xxxx Finance Documents, subject to the amendments contemplated by this Agreement. (d) The Xxxx Security Provider confirms that the Xxxx Quota Pledge will continue in full force and effect for the Xxxx Facility Agreement and shall continue to secure the obligations of the Xxxx Obligors under the Xxxx Facility Agreement and the other Xxxx Finance Documents, subject to the amendments contemplated by this Agreement.
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Confirmation of security and guarantees. As of the Amendment Effective Date, the Loan Parties, as debtors, grantors, pledgors, mortgagors, guarantors, assignors, or in other similar capacities in which such parties grant liens or security interests in their properties or otherwise act as accommodation parties or guarantors, as the case may be, under the Transaction Documents to which they are a party, hereby (a) acknowledge, confirm, reaffirm, ratify and/or agree that (i) all of the terms and conditions of the Transaction Documents executed prior to the Amendment Effective Date and any other Transaction Document being executed and delivered as of the Amendment Effective Date shall be and remain in full force and effect, as so amended and restated, as applicable, and shall constitute the legal, valid, binding and enforceable obligation of such Persons party thereto, (ii) this Amendment shall not release or impair the rights, duties, obligations or liens created pursuant to the Debenture, the other Transaction Documents executed prior to the Amendment Effective Date or any other Transaction Document, in each case, to the extent in force and effect thereunder as of the Amendment Effective Date and except as modified hereby or by documents, instruments and agreements executed in connection herewith, and (iii) after giving effect to this Amendment, no right of offset, defense, counterclaim, recoupment, claim, cause of action or objection in favour of such Person against the Creditor exists as of the date hereof arising out of or with respect to any Transaction Document to which such Person is a party, and (b) ratify and reaffirm all of their payment and performance obligations and obligations to indemnify, contingent or otherwise, under each of such Transaction Documents to which they are a party, and ratify and reaffirm their grants of liens on or security interests in their properties pursuant to such Transaction Documents to which they are a party, respectively, as security for the Obligations (as defined pursuant to the Amended Debenture), and as of the Amendment Effective Date, each such Person hereby confirms and agrees that such liens and security interests hereafter secure all of the Obligations (as defined pursuant to the Amended Debenture), including, without limitation, all additional Obligations ((as defined pursuant to the Amended Debenture) (including, for the avoidance of doubt, any PIK Interest (as defined pursuant to the Amended Debenture))) hereafter arising or incurred pursuant to o...
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Confirmation of security and guarantees. 5.1 Subject to the Legal Reservations, each Obligor hereby confirms that (i) the guarantees given under the Guarantee Agreement, and (ii) the Security created under the Transaction Security Documents to which it is a party, with effect from the Effective Date, extend to and secure all the liabilities and obligations of the Obligors under and in accordance with the terms of the Amended Facility Agreement. 5.2 For the avoidance of doubt, each Obligor acknowledges that the terms “Facility Agreement” and “Super Senior RCF” in each of the Finance Documents to which it is a party, with effect from the Effective Date, refers to the Amended Facility Agreement. 5.3 Subject to Clauses 5.1 and 5.2 and the Legal Reservations, each Obligor hereby confirms that the Security created or conferred under the Transaction Security Documents to which it is a party continue in full force and effect on the terms of the respective Transaction Security Document.
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Confirmation of security and guarantees 
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Related to Confirmation of security and guarantees

  • Confirmation of Security Borrower hereby confirms and agrees that all of the Security Instruments, as may be amended in accordance herewith, which presently secure the Indebtedness shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Indebtedness as described in the Credit Agreement as modified by this Amendment.

  • Reaffirmation of Security Interests Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment does not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

  • 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.

  • Release of Security Interest 8.1 This general condition applies if any part of the property is subject to a security interest to which the Personal Property Securities Act 2009 (Cth) applies. 8.2 For the purposes of enabling the purchaser to search the Personal Property Securities Register for any security interests affecting any personal property for which the purchaser may be entitled to a release, statement, approval or correction in accordance with general condition 8.4, the purchaser may request the vendor to provide the vendor’s date of birth to the purchaser. The vendor must comply with a request made by the purchaser under this condition if the purchaser makes the request at least 21 days before the due date for settlement. 8.3 If the purchaser is given the details of the vendor’s date of birth under condition 8.2, the purchaser must – (a) Only use the vendor’s date of birth for the purposes specified in condition 8.2; and (b) Keep the date of birth of the vendor secure and confidential. 8.4 The vendor must ensure that at or before settlement, the purchaser receives – (a) a release from the secured party releasing the property from the security interest; or (b) a statement in writing in accordance with section 275(1)(b) of the Personal Property Securities Act 2009 (Cth) setting out that the amount or obligation that is secured is nil at settlement; or (c) a written approval or correction in accordance with section 275(1)(c) of the Personal Property Securities Act 2009 (Cth) indicating that, on settlement, the personal property included in the contract is not or will not be property in which the security interest is granted. 8.5 Subject to general condition 8.6, the vendor is not obliged to ensure that the purchaser receives a release, statement, approval or correction in respect of personal property – (a) that - (i) the purchaser intends to use predominantly for personal, domestic or household purposes; and (ii) has a market value of not more than $5000 or, if a greater amount has been prescribed for the purposes of section 47(1) of the Personal Property Securities Act 2009 (Cth), not more than that prescribed amount; or (b) that is sold in the ordinary course of the vendor’s business of selling personal property of that kind. 8.6 The vendor is obliged to ensure that the purchaser receives a release, statement, approval or correction in respect of personal property described in general condition 8.5 if – (a) the personal property is of a kind that may or must be described by serial number in the Personal Property Securities Register; or (b) the purchaser has actual or constructive knowledge that the sale constitutes a breach of the security agreement that provides for the security interest. 8.7 A release for the purposes of general condition 8.4(a) must be in writing. 8.8 A release for the purposes of general condition 8.4 (a) must be effective in releasing the goods from the security interest and be in a form which allows the purchaser to take title to the goods free of that security interest. 8.9 If the purchaser receives a release under general condition 8.4 (a) the purchaser must provide the vendor with a copy of the release at or as soon as practicable after settlement. 8.10 In addition to ensuring that a release is received under general condition 8.4(a), the vendor must ensure that at or before settlement the purchaser receives a written undertaking from a secured party to register a financing change statement to reflect that release if the property being released includes goods of a kind that are described by serial number in the Personal Property Securities Register. 8.11 The purchaser must advise the vendor of any security interest that is registered on or before the day of sale on the Personal Properties Security Register, which the purchaser reasonably requires to be released, at least 21 days before the due date for settlement. 8.12 The vendor may delay settlement until 21 days after the purchaser advises the vendor of the security interests that the purchaser reasonably requires to be released if the purchaser does not provide an advice under general condition 8.11. 8.13 If settlement is delayed under general condition 8.12 the purchaser must pay the vendor – (a) interest from the due date for settlement until the date on which settlement occurs or 21 days after the vendor receives the advice, whichever is the earlier; and (b) any reasonable costs incurred by the vendor as a result of the delay - as though the purchaser was in default. 8.14 The vendor is not required to ensure that the purchaser receives a release in respect of the land. This general condition 8.14 applies despite general condition 8.1. 8.15 Words and phrases which are defined in the Personal Property Securities Act 2009 (Cth) have the same meaning in general condition 8 unless the context requires otherwise.

  • Perfection of Security Interest Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

  • SUBORDINATION OF SECURITIES SECTION 1201.

  • Grant of Security and Secured Obligations SECTION 2.1. Pledge; Grant of Security Interest 6 SECTION 2.2. Secured Obligations 7 SECTION 2.3. Security Interest 7

  • Recording of Security Instrument, etc Borrower forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, will cause this Security Instrument and any of the Other Security Documents creating a lien or security interest or evidencing the lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect and perfect the lien or security interest hereof upon, and the interest of Lender in, the Property. Borrower will pay all taxes, filing, registration or recording fees, and all expenses incident to the preparation, execution, acknowledgment and/or recording of the Note, this Security Instrument, the Other Security Documents, any note or mortgage supplemental hereto, any security instrument with respect to the Property and any instrument of further assurance, and any modification or amendment of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument, any mortgage supplemental hereto, any security instrument with respect to the Property or any instrument of further assurance, and any modification or amendment of the foregoing documents, except where prohibited by law so to do.

  • Release of Security Interests Without limiting the generality of the foregoing and except as otherwise provided in this Indenture, each Guarantor hereby consents and agrees, to the fullest extent permitted by applicable law, that the rights of the Trustee hereunder, and the liability of the Guarantors hereunder, shall not be affected by any and all releases for any purpose of any collateral, if any, from the Liens and security interests created by any collateral document and that this Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Indenture Obligations is rescinded or must otherwise be returned by the Trustee upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.

  • Impairment of Security, etc Any Loan Document or any Lien granted thereunder shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Obligor party thereto; any Obligor or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or, except as permitted under any Loan Document, any Lien securing any Obligation shall, in whole or in part, cease to be a perfected first priority Lien.

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