Delivery and Perfection. The Debtor hereby authorizes the Secured Party to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral, and agrees to take all such other actions and to execute and deliver and file or cause to be filed such other instruments or documents, as the Secured Party may reasonably require in order to establish and maintain a perfected, valid, and continuing security interest and Lien in the Collateral in accordance with this Agreement and the UCC and other applicable law.
(a) The Debtor shall, at the request of the Secured Party:
(i) immediately deliver any and all Documents, Instruments, and Chattel Paper (including, without limitation, any Certificates of Title) evidencing or relating to the Collateral to the Secured Party at the time and place and manner specified in the Secured Party's request;
(ii) immediately execute (if applicable) and deliver to the Secured Party (or file or record in such offices as the Secured Party may deem necessary or appropriate) any and all financing and continuation statements, other agreements, instruments, or other documents or amendments thereto, and perform any acts which may be necessary or desirable (A) to create, perfect, preserve, or otherwise protect the security interest and Liens granted herein or (B) to enable the Secured Party to exercise and enforce its rights hereunder;
(iii) with respect to any Certificated Security not otherwise credited to a Securities Account, the Debtor shall immediately effect transfer thereof to the Secured Party (A) by physical delivery of such Certificated Security to the Secured Party endorsed to the Secured Party or its nominee or in blank or (B) in the case of a Certificated Security in registered form, by physical delivery of such Certificated Security to the Secured Party specially endorsed to the Secured Party or its nominee and thereafter reregistered in the name of the Secured Party or their nominee;
(iv) with respect to any Uncertificated Security not otherwise credited to a Securities Account, the Debtor shall immediately (A) effect transfer thereof to the Secured Party by registration thereof on the books and records of the issuer in the name of the Secured Party or its nominee or (B) obtain the agreement of the issuer of such Uncertificated Securities that it will comply with instructions originated by the Secured Party without further consent by the registered owner, through a written agreement in form and...
Delivery and Perfection. Concurrently with the execution of this Agreement, Debtor shall execute and deliver to Secured Party a UCC-l Financing Statement in the form and content of Schedule 2 attached hereto and incorporated herein by this reference, and such other UCC-l Financing Statements describing the Collateral to be filed with the office of the Delaware Division of Corporations and with the appropriate office in such other states as Secured Party may deem necessary or advisable. In addition, Debtor shall execute such further documents and instruments, and do such further acts as Secured Party may reasonably request from time to time in order to protect and perfect its security interest in the Collateral.
Delivery and Perfection. Debtor represents and warrants that if there is no existing UCC Financing Statement already on file on behalf of Secured Party prior to the Effective Date that promptly following the execution of this Agreement, Debtor shall file on behalf of Secured Party a UCC Financing Statement in the form and content of Schedule 2 attached hereto and incorporated herein by this reference, with the office of the Delaware Division of Corporations and with the appropriate office in such other states as Secured Party may deem necessary or advisable. In addition, Debtor shall execute such further documents and instruments, and do such further acts as Secured Party may reasonably request from time to time in order to protect and perfect its security interest in the Collateral.
Delivery and Perfection. Debtor hereby authorizes Holder to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral, and agrees to take all such other actions and to execute and deliver and file or cause to be filed such other instruments or documents, as Holder may reasonably require in order to establish and maintain a perfected, valid, and continuing security interest and Lien in the Collateral in accordance with this Agreement and the UCC and other applicable law. Where Collateral is in possession of a third party bailee, the Debtor shall take such steps as Holder reasonably requests to (a) obtain an acknowledgment, in form and substance reasonably satisfactory to Holder, of the bailee that the bailee holds such Collateral for the benefit of Holder, and (b) obtain “control” of any Collateral consisting of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Revised Article 9 of the UCC) by causing the securities intermediary or depositary institution or issuing bank to execute a control agreement in form and substance reasonably satisfactory to Holder.
Delivery and Perfection. The Company shall:
(a) deliver to the Collateral Agent all certificated Pledged Stock, accompanied by properly executed stock powers in blank; and
(b) after the occurrence and during the continuance of an Acceleration Event and at the reasonable request of the Collateral Agent (in accordance with the provisions of Section 5.06), execute and deliver all such documents as may be necessary to cause any or all of the Pledged Stock to be transferred of record into the name of the Collateral Agent or to enable the Collateral Agent to exercise and enforce its rights hereunder in accordance with the UCC (or any successor statute) (and the Collateral Agent agrees that, if any Pledged Stock is transferred into its name, the Collateral Agent will thereafter promptly give to the Company copies of any notices and communications received by the Collateral Agent with respect to the Pledged Stock); provided, however, that no subsequent transfer of the Pledged Stock may be made by the Collateral Agent unless and until it has foreclosed on the Collateral in accordance with the provisions of Section 5.06; provided, further, that nothing in this Agreement shall require the Company to take any action (or to assist any other person or entity to take any action) to register with any governmental authority any public offering of the Pledged Stock or any interest therein.
Delivery and Perfection. Maker shall, promptly upon Lender's written request, execute and file financing or continuation statements and amendments thereto and collateral assignments of trademarks with the appropriate state and local authorities and the U.S. Patent & Trademark Office ("USPTO") relating to all or any part of the Collateral where permitted by applicable law and take all such other actions and to execute, deliver and file, or cause to be filed, financing and continuation statements or such other instruments or documents or amendments thereto, and perform such acts as Lender may reasonably require in order to create, perfect, establish, preserve and maintain a perfected, valid and continuing security interest of Lender in the Collateral. To the extent permitted by law, Maker hereby grants to Lender a Power of Attorney to execute and file any and all of the foregoing documents and * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. instruments and to take all such actions and perform all such acts in the name of Maker as Lender shall deem appropriate or necessary in its sole discretion in order to create, perfect, establish, preserve and maintain a perfected, valid and continuing security interest of Lender in the Collateral Copies of all documents executed by Lender on Maker's behalf under such power of attorney shall be delivered by Lender to Maker.
Delivery and Perfection. The UCC-1 filed on July 16, 2002 with the Delaware Division of Corporations by Secured Party with Debtor's consent, a copy of which is attached hereto as Exhibit D, shall remain in full force and effect. In addition, Debtor shall execute such further documents and instruments, and do such further acts as Secured Party may reasonably request from time to time in order to protect and perfect its security interest in the Collateral.
Delivery and Perfection. Pledgor shall:
(1) if any of its membership or ownership interests, shares, securities, moneys, property or other interests constituting “Collateral” required to be pledged by Pledgor under this Agreement are received by Pledgor, immediately either (x) transfer and deliver to Lender such membership or ownership interests, shares or securities so received by Pledgor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated assignments or stock powers duly executed in blank), all of which thereafter shall be held by Lender, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as Lender shall deem necessary or appropriate to duly record the lien created under this Agreement in such membership or ownership interests, shares, securities, moneys, property or other interests;
(2) maintain, hold and preserve full and accurate Records and stamp or otherwise mxxx, or cause to be stamped or otherwise marked, the Records in such manner as Lender may reasonably require in order to reflect the security interests granted by this Agreement; and
(3) at all times have its membership interest in each Borrower be evidenced by membership interest certificates issued to Pledgor and Pledgor agrees that at all times its membership interest in each Borrower shall for all purposes be personal property.
Delivery and Perfection. Debtor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral, and agrees to take all such other actions and to execute and deliver and file or cause to be filed such other instruments or documents, as the Collateral Agent may reasonably require in order to establish and maintain a perfected, valid, and continuing security interest and Lien in the Collateral in accordance with this Agreement and the UCC and other applicable law.
Delivery and Perfection. Hawkeye and Debtor hereby deliver the Collateral to Eagle for perfection, and authorize Eagle to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral, and agrees to take all such other actions and to execute and deliver and file or cause to be filed such other instruments or documents, as Eagle may reasonably require in order to establish and maintain a perfected, valid, and continuing security interest and Lien in the Collateral in accordance with this Agreement and the UCC and other applicable law.
