Perfection Further Assurances Certain Waivers. (a) Concurrently with the execution herewith, each Assignor shall, to the extent that “control” (within the meaning of the applicable UCC) is required to afford the Offshore Collateral Agent a first priority security interest in such Collateral, deli... (b) Each Assignor agrees that from time to time, at the expense of such Assignor, such Assignor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary, or that the Offsho... 6.3.2
Perfection Further Assurances Certain Waivers. Concurrently with the execution herewith, each Assignor shall, to the extent that “control” (within the meaning of the applicable UCC) is required to afford the Offshore Collateral Agent a first priority security interest in such Collateral, deliver to the Offshore Collateral Agent all certificates or instruments evidencing the Collateral, and the Offshore Collateral Agent shall have sole possession and control of such certificates and instruments until the Commitments have terminated and all Obligations are indefeasibly paid or discharged in full. All such certificates or instruments shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance acceptable to the Offshore Collateral Agent. The Offshore Collateral Agent shall have the right, at any time in its discretion and without prior notice to any Assignor, following the occurrence and during the continuation of an Event of Default, to transfer to or to register in the name of the Offshore Collateral Agent or any of its nominees any or all of the Collateral and to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations; provided however, that once such Event of Default has been cured, or waived by the requisite Senior Lenders, the Offshore Collateral Agent will promptly transfer to or register in the name or cause its nominees to transfer to, or register in the name of, the Assignors all such Collateral.
Perfection Further Assurances Certain Waivers
