Common use of Perfection and Maintenance of Security Interests Clause in Contracts

Perfection and Maintenance of Security Interests. (a) Notwithstanding any other provision of this Article VI, at any time and from time to time, upon demand of the Collateral Trustee and pursuant to Article IX, in each case on behalf and at the direction of any Secured Party, (i) each of the Borrower, the Partnership and the Partners shall give, execute, file and record any notice, financing statement, continuation statement, public deed, instrument, document or agreement and use its best efforts to obtain such governmental approvals, consents, licenses or authorizations that such Secured Party may consider necessary or desirable, and shall take all other necessary action as required or advisable, to create, preserve, continue, perfect or validate any security interest granted under the Security Documents, hereunder or pursuant hereto in the Collateral or to enable the Collateral Trustee on behalf of such Secured Party to exercise or enforce its rights hereunder or under the Security Documents with respect to such security interest, (ii) each of the Borrower, the Partnership and the Partners shall give, execute, file and record any notice, financing statement, continuation statement, public deed, instrument, document or agreement and use its best efforts to obtain such governmental approvals, consents, licenses or authorizations, that such Secured Party may consider necessary or desirable, and shall take all other necessary action as required or advisable, to create, preserve, continue, perfect or validate any security interest in any written agreement to which any of the Borrower, the Partnership and the Partners is a party and (iii) each of the Borrower, the Partnership and the Partners shall obtain written consents to assignment from the counterparties to the Project Documents, where appropriate, acknowledging the rights of Secured Parties. Without limiting the generality of the foregoing, each of the Borrower, the Partnership and the Partners shall make or cause to be made any filings or recordations, give or cause to be given any notices and take or cause to be taken any other actions as may be necessary in any and all applicable jurisdictions and filing offices including without limitation in the State of New York, the State of Texas and the United Mexican States, to perfect the grant of the first priority security interest in the Collateral, and each constituent item thereof, as described in this Article VI and the Collateral Trustee, on behalf of the Secured Parties, is authorized to file, under the Uniform Commercial Code of any state of the United States of America or other applicable law, financing statements, continuation statements or other documents relating to the Collateral necessary to preserve a security interest in the Collateral, in each case without the signature of any of the Borrower, the Partnership and the Partners (to the extent permitted by applicable law). The Collateral Trustee shall execute all public deeds or other documents as required by applicable law and regulation and as requested by the Secured Parties to duly create and register security interests provided for by this Article VI, provided, however, that neither the Collateral Trustee nor the Secured Parties have any responsibility for the creation, perfection, validity or enforceability of any security interest created or intended to be created hereby or pursuant to this Agreement or for the maintenance or perfection of any such security interest. Any Secured Party taking action under this Section 6.12 shall use reasonable efforts to notify the Partnership thereof following the taking of such action. Each of the Borrower, the Partnership and the Partners shall notify the Collateral Trustee upon or prior to entering into any Project Document in which any of them are or may be required to grant a security interest pursuant to this Article VI. (b) None of the Borrower, the Partnership nor either of the Partners shall take any actions that would impair or render ineffective or adversely affect the perfection or the priority of any of the security interests granted in, or pursuant to, this Agreement or any Security Document. (c) On or prior to the Closing Date, each of the Borrower, the Partnership and the Partners agrees to execute and deliver to the Depositary Bank and the Collateral Trustee for the benefit of the Secured Parties, and register in every public registry in any state of the United States of America in which such registration is necessary, an irrevocable power of attorney, in a form required by such registry, for a term equal to such time as the Senior Loans are outstanding or the Oil Payment Insurance Policy and the Reimbursement Agreement are in effect granting the Collateral Trustee, as attorney-in-fact of each of the Borrower, the Partnership and the Partners, the power and right, in the name or on behalf of each of them without notice to or assent by any of them, to the extent permitted by applicable law, to take any action and execute any instruments which any Secured Party may deem reasonably necessary or advisable to create, preserve, continue, perfect or validate any security interest granted under or pursuant to this Agreement or any Security Document.

Perfection and Maintenance of Security Interests. (a) Notwithstanding any other provision of Except to the extent otherwise provided in this Article VIAgreement, at any time and from time to time, upon demand of the Onshore Collateral Trustee Agent or Offshore Collateral Agent (for the benefit and pursuant to Article IX, in each case on behalf and at the direction of any Secured Party, (i) each of the BorrowerSecured Parties), the Partnership and the Partners Borrower shall give, execute, file and or record any notice, financing statement, continuation statement, public deed, instrument, document or agreement and use its best reasonable efforts to obtain such governmental approvals, consents, licenses or authorizations that such Secured Party the Onshore Collateral Agent or the Offshore Collateral Agent may consider reasonably necessary or desirable, and shall take all other necessary reasonable action as required or advisable, advisable to create, preserve, continue, perfect or validate any security interest granted by it under the Security Documents, Documents or hereunder or pursuant hereto in the Collateral or to enable the Onshore Collateral Trustee on behalf of such Secured Party Agent or the Offshore Collateral Agent to exercise or enforce its rights hereunder or under the Security Documents with respect to such security interest, . (iib) each of the Borrower, the Partnership and the Partners shall give, execute, file and record any notice, financing statement, continuation statement, public deed, instrument, document or agreement and use its best efforts to obtain such governmental approvals, consents, licenses or authorizations, that such Secured Party may consider necessary or desirable, and shall take all other necessary action as required or advisable, to create, preserve, continue, perfect or validate any security interest in any written agreement to which any of the Borrower, the Partnership and the Partners is a party and (iii) each of the Borrower, the Partnership and the Partners shall obtain written consents to assignment from the counterparties to the Project Documents, where appropriate, acknowledging the rights of Secured Parties. Without limiting the generality of the foregoing, each of except to the Borrowerextent otherwise provided in this Agreement, the Partnership and Onshore Collateral Agent or the Partners shall make Offshore Collateral Agent, on behalf of each Senior Lender, is authorized to file or cause to be made any filings or recordations, give or cause to be given any notices and take or cause to be taken any other actions as may be necessary in any and all applicable jurisdictions and filing offices including without limitation in the State of New York, the State of Texas and the United Mexican States, to perfect the grant of the first priority security interest in the Collateral, and each constituent item thereof, as described in this Article VI and the Collateral Trustee, on behalf of the Secured Parties, is authorized to file, filed under the Uniform Commercial Code of any state or district of the United States of America or under other applicable law, law financing statements, continuation statements or other documents relating to the Collateral, and each of the Onshore Collateral Agent or the Offshore Collateral Agent, on behalf of each Senior Lender, is authorized to execute and file or cause to be executed and filed public deeds or other documents under the laws of Peru as necessary to preserve a security interest in the Collateral, in each case without the signature of the Borrower or any of the Borrower, the Partnership and the Partners Shareholder (to the extent permitted by applicable law). The None of the Onshore Collateral Trustee shall execute all public deeds Agent, the Offshore Collateral Agent, the Administrative Agent or other documents as required by applicable law and regulation and as requested by the Secured Parties to duly create and register security interests provided for by this Article VI, provided, however, that neither the Collateral Trustee nor the Secured Parties Senior Lenders have any responsibility for the creation, perfection, validity or enforceability of any security interest created or intended to be created hereby or pursuant to this Agreement hereto or for the maintenance or perfection of any such security interest. Any Secured Party taking action under , provided, however, that the Onshore Collateral Agent or the Offshore Collateral Agent, as applicable, shall execute all public deeds or other documents as requested by the Administrative Agent to duly create and register security interests in accordance with this Section 6.12 shall use reasonable efforts to notify the Partnership thereof following the taking of such actionArticle III. Each of the Borrower, Onshore Collateral Agent or the Partnership and the Partners Offshore Collateral Agent shall notify the Collateral Trustee upon or prior to entering into any Project Document in which any Borrower following the taking by it of them are or may be required to grant a security interest pursuant to this Article VIsuch respective action. (bc) None of the Borrower, the Partnership nor either of the Partners The Borrower shall take any actions that no action inconsistent with this Agreement which would impair or render ineffective or adversely affect the perfection or the priority of any of the security interests granted by it in, or pursuant to, this Agreement or any the other Security DocumentDocuments. (cd) On or prior to the Closing Date, each of the Borrower, the Partnership and the Partners Borrower agrees to execute and deliver to the Depositary Bank Onshore Collateral Agent and the Offshore Collateral Trustee Agent, for the benefit and on behalf of the Secured Partieseach Senior Lender, and to register in every the Registro de Personas Juridicas and in any other public registry in any state of the United States of America Peru in which such registration is necessary, an irrevocable power of attorneya notarized Peruvian public deed, in a form required by such registryand substance reasonably satisfactory to the Administrative Agent, for a term equal to such time constituting irrevocable powers of attorney granting the Onshore Collateral Agent and the Offshore Collateral Agent, as the Senior Loans are outstanding or the Oil Payment Insurance Policy and the Reimbursement Agreement are in effect granting the Collateral Trustee, as Borrower's attorney-in-fact of each of the Borrower, the Partnership and the Partnersfact, the power and right, in the its name or on behalf of each of them its behalf, without notice to or assent by any of themassent, to the extent permitted by applicable law, to take any action and execute any instruments instruments, in each case consistent with this Agreement, which the Onshore Collateral Agent, the Offshore Collateral Agent or any Secured Party Senior Lender may deem reasonably necessary or advisable to create, preserve, continue, perfect or validate any security interest granted or purported to be granted by it under or pursuant to this Agreement or any Security Document, which power of attorney and registration thereof shall be renewed from time to time as needed to remain effective. Such powers of attorney shall not be used for the incorporation of assets in the Collateral as described in Section 3.09, except if the relevant notarized Peruvian public deeds have not been registered in the corresponding Registry Office within 60 days following the execution thereof. (e) Any Security Document governed by the laws of Peru referred to in, and required to be delivered pursuant to, this Article III may be delivered to the Onshore Collateral Agent or to the Offshore Collateral Agent, as applicable. (f) All references in this Agreement and in documents that refer to this Agreement for defined terms to "security" or "security interests" shall be deemed to include the conditional assignments referred to in this Article III, whether or not such conditional assignments now or hereafter constitute security interests under the laws of Peru, and any requirement for perfection of conditional assignments under this Article III on or prior to the Closing Date shall be deemed accomplished by appropriate notice of the assignment effected thereby to the counterparty or obligor of the rights assigned thereunder.

Perfection and Maintenance of Security Interests. (a) Notwithstanding any other provision of Except to the extent otherwise provided in this Article VIAgreement, at any time and from time to time, upon demand of the Collateral Trustee and pursuant to Article IX, in each case on behalf and Agent (at the direction of any Senior Lender Group or Hedge Bank) for the benefit and on behalf of any Secured Party, : (i) each of the Borrower, the Partnership Apex Luxembourg, Apex Sweden and the Partners Apex Metals shall give, execute, file and or record any notice, financing statement, continuation statement, public deed, instrument, document or agreement and use its best reasonable efforts to obtain such governmental approvalsGovernment Approvals, consents, licenses or authorizations that such Secured Party any Senior Lender Group or Hedge Bank may consider reasonably necessary or desirable, and shall take all other necessary reasonable action as required or advisable, advisable to create, preserve, continue, perfect or validate any security interest granted by it under the Security Documents, Documents or hereunder or pursuant hereto in the Collateral or to enable the Collateral Trustee on behalf of such Secured Party Agent to exercise or enforce its rights hereunder or under the Security Documents with respect to such security interest, ; and (ii) each of the Borrower, the Partnership and the Partners shall Borrower will give, execute, file and or record any notice, financing statement, continuation statement, public deed, instrument, document or agreement and use its best all reasonable efforts to obtain such governmental approvalsGovernment Approvals, consents, licenses or authorizations, that such Secured Party any Senior Lender Group or Hedge Bank may consider reasonably necessary or desirable, and shall take all other necessary reasonable action as required or advisable, to create, preserve, continue, perfect or validate any security interest in any written agreement to which any of the Borrower, the Partnership and the Partners Borrower is a party and party. (iiib) each of the Borrower, the Partnership and the Partners shall obtain written consents to assignment from the counterparties to the Project Documents, where appropriate, acknowledging the rights of Secured Parties. Without limiting the generality of the foregoing, each of except to the Borrowerextent otherwise provided in this Agreement, the Partnership and the Partners shall make Collateral Agent, on behalf of each Secured Party, is authorized to file or cause to be made any filings or recordations, give or cause to be given any notices and take or cause to be taken any other actions as may be necessary in any and all applicable jurisdictions and filing offices including without limitation in the State of New York, the State of Texas and the United Mexican States, to perfect the grant of the first priority security interest in the Collateral, and each constituent item thereof, as described in this Article VI and the Collateral Trustee, on behalf of the Secured Parties, is authorized to file, filed under the Uniform Commercial Code of any state of the United States of America or under other applicable law, law financing statements, continuation statements or other documents relating to the Collateral, and the Collateral Agent on behalf of each Secured Party, is authorized to execute and file or cause to be executed and filed public deeds or other documents under the laws of Bolivia, Luxembourg, Sweden, Switzerland, Chile and the Cayman Islands necessary to preserve a security interest in the Collateral, in each case without the signature of any of the Borrower, the Partnership and the Partners Apex Luxembourg or Apex Sweden (to the extent permitted by applicable law). The None of the Collateral Trustee Agent or the Secured Parties have any responsibility for the creation, perfection, validity or enforceability of any security interest created or intended to be created hereby or pursuant hereto or for the maintenance or perfection of any such security interest, provided, however, that the Collateral Agent shall execute all public deeds or other documents as required by applicable law and regulation and as requested by the Secured Parties to duly create and register security interests provided for by in accordance with this Article VI, provided, however, that neither III. The Collateral Agent shall notify the Borrower following the taking by it of such respective action. The Collateral Trustee nor Agent may delegate the Secured Parties have any responsibility for the creation, perfection, validity performance of some or enforceability all of any security interest created or intended to be created hereby or pursuant to this Agreement or for the maintenance or perfection of any such security interest. Any Secured Party taking action its rights and obligations under this Section 6.12 shall use reasonable efforts 3.14, subject to notify the Partnership thereof following the taking of such action. Each of Section 13.18. (c) Neither the Borrower, the Partnership and the Partners shall notify the Collateral Trustee upon Apex Luxembourg, Apex Sweden or prior to entering into any Project Document in which any of them are or may be required to grant a security interest pursuant to this Article VI. (b) None of the Borrower, the Partnership nor either of the Partners Apex Metals shall take any actions that action inconsistent with this Agreement which would impair or render ineffective or adversely affect the perfection or the priority of any of the security interests granted by it in, or pursuant to, this Agreement or any the other Security DocumentDocuments. (cd) On or prior to the Closing Initial Disbursement Date, each of the Borrower, the Partnership Apex Luxembourg, Apex Sweden and the Partners Apex Metals agrees to execute and deliver to the Depositary Local Bank and or the Collateral Trustee Agent, for the benefit and on behalf of each Secured Party, and, in the case of the Secured PartiesBorrower, and to register in every the Registro de Comercio and in any other public registry in any state of the United States of America Bolivia in which such registration is necessary, an a notarized Bolivian public deed constituting irrevocable power powers of attorney, in a form required by such registry, for a term equal to such time as the Senior Loans are outstanding or the Oil Payment Insurance Policy and the Reimbursement Agreement are in effect attorney granting the Collateral TrusteeAgent, as the Borrower’s attorney-in-fact of each of the Borrower, the Partnership and the Partnersfact, the power and right, in the its name or on behalf of each of them its behalf, without notice to or assent by any of themassent, to the extent permitted by applicable law, to take any action and execute any instruments instruments, in each case consistent with this Agreement and in compliance with Section 13.03, which the Collateral Agent (as may be determined pursuant to Section 13.06) or any other Secured Party may deem reasonably necessary or advisable to create, preserve, continue, perfect or validate any security interest granted or purported to be granted by it under or pursuant to this Agreement or any other Security Document. (e) Any Security Document governed by the laws of Bolivia or Chile referred to in this Article III required to be delivered to the Collateral Agent or to the Secured Parties may be delivered to the Person from time to time designated by the Collateral Agent or the Secured Parties (as applicable) as its attorney-in-fact for such purpose. (f) The Collateral Agent (on behalf of itself and the Secured Parties), the Borrower, Apex Luxembourg and Apex Sweden, as the case may be, prior to or concurrently with the time or times that any Persons (including successors, transferees and assigns of Secured Parties) become holders of Secured Debt secured by and entitled to the benefits of this Agreement, shall, to the extent necessary or advisable and as directed by the Administrative Agent, amend each of the Security Documents to which it is a party solely to identify specifically such additional Secured Parties and the Secured Debt held or to be held thereby and to state that the Secured Debt held by such additional Secured Parties shall have the benefit of the security interests referred to therein. (g) The Security Documents to be granted under the laws of Bolivia and Chile, the consents and acknowledgments to be obtained from third parties referred to in this Article III and the power of attorney referred to in Section 3.14(d) shall be in form and substance consistent with this Agreement and reasonably satisfactory to the Collateral Agent (as may be determined pursuant to Section 13.06).

Perfection and Maintenance of Security Interests. (a) Notwithstanding any other provision of this Article VI, at any time and from time to time, upon demand of the Collateral Trustee and pursuant to Article IX, in each case on behalf and at the direction of any Secured Party, (i) each of the Borrower, the Partnership and the Partners shall give, execute, file and record any notice, financing statement, continuation statement, public deed, instrument, document or agreement and use its best efforts to obtain such governmental approvals, consents, licenses or authorizations that such Secured Party may consider necessary or desirable, and shall take all other necessary action as required or advisable, to create, preserve, continue, perfect or validate any security interest granted under the Security Documents, hereunder or pursuant hereto in the Collateral or to enable the Collateral Trustee on behalf of such Secured Party to exercise or enforce its rights hereunder or under the Security Documents with respect to such security interest, (ii) each of the Borrower, the Partnership and the Partners shall give, execute, file and record any notice, financing statement, continuation statement, public deed, instrument, document or agreement and use its best efforts to obtain such governmental approvals, consents, licenses or authorizations, that such Secured Party may consider necessary or desirable, and shall take all other necessary action as required or advisable, to create, preserve, continue, perfect or validate any security interest in any written agreement to which any of the Borrower, the Partnership and the Partners is a party and (iii) each of the Borrower, the Partnership and the Partners shall obtain written consents to assignment from the counterparties to the Project Documents, where appropriate, acknowledging the rights of Secured Parties. Without limiting the generality of the foregoing, each of the Borrower, the Partnership and the Partners shall make or cause to be made any filings or recordations, give or cause to be given any notices and take or cause to be taken any other actions as may be necessary in any and all applicable jurisdictions and filing offices including without limitation in the State of New York, the State of Texas and the United Mexican States, to perfect the grant of the first priority security interest in the Collateral, and each constituent item thereof, as described in this Article VI and the Collateral Trustee, on behalf of the Secured Parties, is authorized to file, under the Uniform Commercial Code of any state of the United States of America or other applicable law, financing statements, continuation statements or other documents relating to the Collateral necessary to preserve a security interest in the Collateral, in each case without the signature of any of the Borrower, the Partnership and the Partners (to the extent permitted by applicable law). The Collateral Trustee shall execute all public deeds or other documents as required by applicable law and regulation and as requested by the Secured Parties to duly create and register security interests provided for by this Article VI, provided, however, that neither the Collateral Trustee nor the Secured Parties have any responsibility for the creation, perfection, validity or enforceability of any security interest created or intended to be created hereby or pursuant to this Agreement or for the maintenance or perfection of any such security interest. Any Secured Party taking action under this Section 6.12 6.13 shall use reasonable efforts to notify the Partnership thereof following the taking of such action. Each of the Borrower, the Partnership and the Partners shall notify the Collateral Trustee upon or prior to entering into any Project Document in which any of them are or may be required to grant a security interest pursuant to this Article VI. (b) None of the Borrower, the Partnership nor either of the Partners shall take any actions that would impair or render ineffective or adversely affect the perfection or the priority of any of the security interests granted in, or pursuant to, this Agreement or any other Security Document. (c) On or prior to the Original Closing Date, each of the Borrower, the Partnership and the Partners agrees to execute and deliver to the Depositary Bank and the Collateral Trustee for the benefit of the Secured Parties, and register in every public registry in any state of the United States of America in which such registration is necessary, an irrevocable power of attorney, in a form required by such registry, for a term equal to such time as the Senior Loans are outstanding or the Oil Payment Insurance Policy and the Reimbursement Agreement are in effect granting the Collateral Trustee, as attorney-in-fact of each of the Borrower, the Partnership and the Partners, the power and right, in the name or on behalf of each of them without notice to or assent by any of them, to the extent permitted by applicable law, to take any action and execute any instruments which any Secured Party may deem reasonably necessary or advisable to create, preserve, continue, perfect or validate any security interest granted under or pursuant to this Agreement or any Security Document. (d) The Security Documents to be entered into under the laws of the State of New York or the State of Texas, and the consents and acknowledgments to be obtained from third parties referred to in this Article VI, shall be substantially in the forms most recently agreed with the Applicable Agent or Applicable Agents and furnished to the Secured Parties prior to the Original Closing Date. (e) Each of the Borrower, the Partnership and the Partners and the Collateral Trustee (on behalf of itself and the Senior Lenders), as the case may be, prior to or concurrently with the time or times that Senior Lenders other than the Senior Lenders party to this Agreement on the date hereof (including without limitation successors, transferees and assigns of such Senior Lenders) become holders of Senior Loans secured by and entitled to the benefits of this Agreement, shall amend each of the Security Documents to which it is a party to identify specifically such additional Senior Lenders and the Senior Loans held or to be held thereby and to state that the Senior Loans held by such additional Senior Lenders shall have the benefit of the security interests referred to therein, and the Borrower, the Partnership and the Partners shall be required to pay any filing or recording fees payable in the State of New York or the State of Texas in respect of Collateral in connection with any such amendments.

Perfection and Maintenance of Security Interests. (a) Notwithstanding any other provision of this Article VIEach Grantor shall, at its sole cost and expense, perform any time and all acts and execute any documents, including the execution, amendment or supplementation of any financing statement and continuation statement or other statement or registration for filing under the provisions of any statute, rule or regulation of any applicable United States or Canadian federal, state, provincial or local jurisdiction, including any filings or registrations in local real estate land record offices or registry offices, which are necessary or advisable in order to create, grant, maintain, register, record, file, perfect, renew and preserve in favor of the Collateral Agent for the benefit of the Secured Parties a valid and perfected first priority Lien on the Collateral (other than with respect to the Secondary Collateral) and to fully preserve and protect the rights of the Collateral Agent under this Agreement and the other Security Documents and do such other acts and execute such other documents as may reasonably be requested by the Collateral Agent. (b) Each Grantor shall from time to timetime promptly pay and satisfy all recording, upon demand of the Collateral Trustee registration and/or filing fees, charges and pursuant taxes relating to Article IX, in each case on behalf and at the direction of any Secured Party, (i) each of the Borrower, the Partnership this Agreement and the Partners shall give, execute, file and record any notice, financing statement, continuation statement, public deed, instrument, document or agreement and use its best efforts to obtain such governmental approvals, consents, licenses or authorizations that such Secured Party may consider necessary or desirable, and shall take all other necessary action as required or advisable, to create, preserve, continue, perfect or validate any security interest granted under the Security Documents, hereunder or pursuant hereto in the Collateral or to enable the Collateral Trustee on behalf of such Secured Party to exercise or enforce its rights hereunder or under the Security Documents with respect to such security interest, (ii) each of the Borrower, the Partnership and the Partners shall give, execute, file and record any notice, financing statement, continuation statement, public deed, instrument, document or agreement and use its best efforts to obtain such governmental approvals, consents, licenses or authorizations, that such Secured Party may consider necessary or desirable, and shall take all other necessary action as required or advisable, to create, preserve, continue, perfect or validate any security interest in any written agreement to which any of the Borrower, the Partnership and the Partners such Grantor is a party and (iii) each any amendments thereto and any other instruments of the Borrower, the Partnership and the Partners shall obtain written consents to assignment from the counterparties to the Project Documents, where appropriate, acknowledging the rights of Secured Partiesfurther assurance. Without limiting the generality of the foregoing, each if at any time the Collateral Agent shall determine that additional recording, filing, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Collateral, the Grantors shall be jointly and severally liable to, and the applicable Grantor shall, pay such taxes promptly upon demand by the Collateral Agent. (c) Without limiting the generality of the Borrowerforegoing, the Partnership and the Partners shall make or cause to be made any filings or recordations, give or cause to be given any notices and take or cause to be taken any other actions as may be necessary in any and all applicable jurisdictions and filing offices including without limitation in the State of New York, the State of Texas and the United Mexican States, to perfect the grant of the first priority security interest in the Collateral, and each constituent item thereof, as described in this Article VI and the Collateral Trustee, on behalf of the Secured Parties, Agent is authorized (i) to file, file under the Uniform Commercial Code of any state of the United States of America States, or other applicable lawLaw, financing statements, continuation statements or other documents relating to the Collateral Collateral, and (ii) to cause the execution and filing of public deeds or other documents under the laws of Canada necessary to create or preserve a the security interest or Liens in the CollateralCollateral created hereby, in each case without the signature of any Grantor. Neither the Collateral Agent nor the other Secured Parties have any responsibility for the creation, priority, validity, perfection or enforceability of any security interest or Lien created or intended to be created hereby or pursuant hereto or for the Borrower, maintenance or perfection of any such security interest or Lien; provided that the Partnership and the Partners (to the extent permitted by applicable law). The Collateral Trustee Agent shall execute all public deeds or other documents as required by applicable law Law and regulation and as requested by the Secured Parties to duly create and register security interests or Liens provided for by in this Article VI, provided, however, that neither II (subject to the provisions of Article XIII). The Collateral Trustee nor Agent shall promptly notify the Secured Parties have any responsibility for the creation, perfection, validity or enforceability Grantors of any security interest created or intended to be created hereby or pursuant to this Agreement or for the maintenance or perfection of any such security interest. Any Secured Party taking action taken under this Section 6.12 shall use reasonable efforts to notify the Partnership thereof following the taking of such action. Each of the Borrower, the Partnership and the Partners shall notify the Collateral Trustee upon or prior to entering into any Project Document in which any of them are or may be required to grant a security interest pursuant to this Article VI2.02. (bd) None of Except as otherwise expressly provided for in the BorrowerFinancing Agreements, the Partnership nor either of the Partners no Grantor shall take any actions that which would impair or render ineffective or adversely affect the attachment, perfection or the priority (as such priority is contemplated herein or in any other Security Document) of any of the security interests interests, Liens, or conditional assignments granted in, or pursuant to, this Agreement or any the other Security DocumentDocuments. (c) On or prior to the Closing Date, each of the Borrower, the Partnership and the Partners agrees to execute and deliver to the Depositary Bank and the Collateral Trustee for the benefit of the Secured Parties, and register in every public registry in any state of the United States of America in which such registration is necessary, an irrevocable power of attorney, in a form required by such registry, for a term equal to such time as the Senior Loans are outstanding or the Oil Payment Insurance Policy and the Reimbursement Agreement are in effect granting the Collateral Trustee, as attorney-in-fact of each of the Borrower, the Partnership and the Partners, the power and right, in the name or on behalf of each of them without notice to or assent by any of them, to the extent permitted by applicable law, to take any action and execute any instruments which any Secured Party may deem reasonably necessary or advisable to create, preserve, continue, perfect or validate any security interest granted under or pursuant to this Agreement or any Security Document.