Delivery and Other Perfection. Each Grantor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Administrative Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable Administrative Agent to exercise and enforce their rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are received by Grantor, forthwith (x) deliver to Administrative Agent the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as Administrative Agent may reasonably request, all of which thereafter shall be held by Administrative Agent, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as Administrative Agent may deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) deliver to Administrative Agent any and all Instruments constituting part of the Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as Administrative Agent may reasonably request; provided, that (other than in the case of the Promissory Notes described in Schedule 3) until the occurrence and during the continuation of an Event of Default, such Grantor may retain for collection in the ordinary course any Instruments received by such Grantor and Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any Instrument delivered by such Grantor available to such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent reasonably requested by Administrative Agent, against trust receipt or like document);
(c) subject to the terms and conditions of Section 8.16 of the Credit Agreement, promptly from time to time enter into such control agreements, each in form and substance acceptable to the Administrative Agent, as may be required to perfect the security interest created hereby in any and all (i) Deposit A...
Delivery and Other Perfection. NCMC shall:
(a) if any Pledged Collateral required to be pledged by NCMC under Section 3 hereof is received by NCMC, forthwith either (x) transfer and deliver to the Buyer such certificates or securities so received by NCMC (together with the ownership certificates and securities duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank), all of which thereafter shall be held by the Buyer, pursuant to the terms of this Guaranty, as part of the Pledged Collateral or (y) take such other action as the Buyer shall deem necessary or appropriate to record duly the lien created hereunder in such ownership interests, equity, securities, moneys, property or other interests in said clauses; and
(b) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Buyer) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer to exercise and enforce its rights hereunder with respect to such pledge and security interest (including, without limitation, causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer or its nominee (and the Buyer agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it will thereafter promptly give to NCMC copies of any notices and communications received by it with respect to the applicable Pledged Collateral)); without limiting the generality of the foregoing, if any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Buyer.
Delivery and Other Perfection. (a) Within ten (10) days after the acquisition by a Loan Party of any Portfolio Investment constituting part of the Collateral as to which physical possession by the Custodian is required in order for such Portfolio Investment to have been “Delivered”, such Loan Party shall take such actions as shall be necessary to effect Delivery of such Portfolio Investment. As to all other Portfolio Investments constituting part of the Collateral, such Loan Party shall cause the same to be Delivered within five (5) Business Days of the acquisition thereof; provided that it shall not be a violation of this Section 7.01(a) if, at any given time, Portfolio Investments constituting part of the Collateral with an aggregate Market Value of 2% or less of the aggregate Market Value of all Portfolio Investments held by the Loan Parties shall not have been Delivered in accordance with the foregoing provisions of this Section 7.01(a). In addition, and without limiting the generality of the foregoing, each Loan Party shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary or desirable in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection and first priority nature of, or validate the security interests granted pursuant hereto, or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(i) keep full and accurate books and records relating to the Collateral in all material respects, and stamp or otherwise xxxx such books and records in such manner as the Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement; and
(ii) permit representatives of the Lender or the Collateral Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and, if an Event of Default shall have occurred and be continuing, permit representatives of the Lender or the Collateral Agent to be present at such Loan Party’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Loan Part...
Delivery and Other Perfection. The Obligor shall:
(a) if any of the membership interests, shares, securities, moneys or property required to be pledged by the Obligor under clauses (a), (b) and (c) of Section 3 are received by the Obligor, forthwith either (x) transfer and deliver to the Holdings Collateral Agent such membership interests, shares of stock or securities so received by the Obligor (together with the certificates for any such membership interests, shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Holdings Collateral Agent, pursuant to the terms of this Agreement, as part of the Holdings Pledged Collateral or (y) take such other action as the Holdings Collateral Agent shall reasonably request, at the direction of the Required Creditors, to duly record the Lien created hereunder in such stock, securities, moneys or property in said clauses (a), (b) and (c);
(b) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or reasonably requested by the Holdings Collateral Agent, at the direction of the Required Creditors, to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Holdings Collateral Agent, at any time following the occurrence and continuance of an Intercreditor Agreement Event of Default, to exercise and enforce its rights hereunder with respect to such pledge and security interest, causing any or all of the Holdings Pledged Collateral to be transferred of record into the name of the Holdings Collateral Agent or its nominee (and the Holdings Collateral Agent agrees that if any Holdings Pledged Collateral is transferred into its name or the name of its nominee, the Holdings Collateral Agent will thereafter promptly give to the Obligor copies of any notices and communications received by it with respect to the Holdings Pledged Collateral pledged by the Obligor hereunder);
(c) keep full and accurate books and records relating to the Holdings Pledged Collateral, and stamp or otherwise xxxx such books and records in such manner as the Holdings Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement; and
(d) permit representatives or agents of the Holdings Collateral Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books a...
Delivery and Other Perfection. In furtherance of the collateral arrangements contemplated herein, the Company shall (1) Deliver to the Collateral Agent the Collateral hereunder as and when acquired by the Company; and (2) if any of the securities, monies or other property pledged by the Company hereunder are received by the Company, forthwith take such action as is necessary to ensure the Collateral Agent’s continuing perfected security interest in such Collateral (including Delivering such securities, monies or other property to the Collateral Agent).
Delivery and Other Perfection. In furtherance of the collateral arrangements contemplated herein, the Company shall (1) Deliver to the Collateral Agent the Collateral hereunder as and when acquired by the Company; (2) if any of the securities, monies or other property pledged by the Company hereunder are received by the Company, forthwith take such action as is necessary to ensure the Collateral Agent's continuing perfected security interest in such Collateral (including Delivering such securities, monies or other property to the Collateral Agent); and (3) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent, the Lenders and the Collateral Agent, at the expense of the Company, legal opinions from Xxxxxx & Xxxxxxx LLP or other counsel reasonably acceptable to the Administrative Agent and the Lenders, as to the perfection and priority of the Collateral Agent's security interest in any of the Collateral.
Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof on or prior to the Closing Date and within ten (10) days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Closing Date. As to all other Collateral, such Obligor shall cause the same to be Delivered within three (3) Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (E) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of such assets described in this Section 7.01(a)(2) does not at any time exceed $75,000. In addition, and without limiting the generality of the foregoing, each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(i) keep full and accurate books and records relating to the Collateral in all material respects; and
(ii) subject to compliance with Section 9.13 of the Revolving Credit Agreement and analogous clauses in other Debt Documents permit representatives of the Collateral Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Collateral Agent to be present at such Obligor’s place of business to receive copies of communicat...
Delivery and Other Perfection. In furtherance of the collateral arrangements contemplated herein, the Company shall (1) Deliver to the Collateral Agent the Collateral hereunder as and when acquired by the Company; (2) if any of the securities, monies or other property pledged by the Company hereunder are received by the Company, forthwith take such action as is necessary to ensure the Collateral Agent’s continuing perfected security interest in such Collateral (including Delivering such securities, monies or other property to the Collateral Agent); and (3) upon the reasonable request of the Administrative Agent, which shall be limited to one time per calendar year, deliver to the Administrative Agent, the Lenders and the Collateral Agent, at the expense of the Company, legal opinions from Company’s counsel or other counsel reasonably acceptable to the Administrative Agent and the Lenders, as to the perfection and priority of the Collateral Agent’s security interest in any of the Collateral.
Delivery and Other Perfection. In furtherance of the collateral arrangements contemplated herein, the Company and the Permitted Subsidiary shall (1) Deliver to the Collateral Agent the Collateral hereunder as and when acquired by the Company; (2) if any of the securities, monies or other property pledged by the Company and the Permitted Subsidiary hereunder are received by the Company or the Permitted Subsidiary, forthwith take such action as is necessary to ensure the Collateral Agent's continuing perfected security interest in such Collateral (including Delivering such securities, monies or other property to the Collateral Agent); and (3) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent, the Financing Providers and the Collateral Agent, at the expense of the Company, legal opinions from Milbank LLP or other counsel reasonably acceptable to the Administrative Agent and the Financing Providers, as to the perfection and priority of the Collateral Agent's security interest in any of the Collateral.
Delivery and Other Perfection. The Company shall:
a. if any of the above-described shares, securities, monies or property required to be pledged by the Company under clauses (a), (b) and (c) of Section 3 hereof are received by the Company, forthwith either (x) transfer and deliver to the Purchaser Representative such shares or securities so received by the Company (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) all of which thereafter shall be held by the Purchaser Representative, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Purchaser Representative shall reasonably deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, monies or property referred to in said clauses (a), (b) and (c) of Section 3;
b. deliver and pledge to the Purchaser Representative, at the Purchaser Representative's request, any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Purchaser Representative may request; provided, that so long as no Event of Default shall have occurred and be continuing, the Company may retain for collection in the ordinary course any Instruments received by it in the ordinary course of business;
c. give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Purchaser Representative) to create, preserve, perfect or validate any security interest granted pursuant hereto or to enable the Purchaser Representative to exercise and enforce their rights hereunder with respect to such security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Purchaser Representative or its nominee (and the Purchaser Representative agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Purchaser Representative will thereafter promptly give to the Company copies of any notices and communications received by it with respect to the Stock Collateral), provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of Section 4.09 below;
d. upon the acquisition after the date hereof by the Company of any Equipment covered by a cer...
