Perfection of Additional Collateral Sample Clauses

Perfection of Additional Collateral. Each Debtor shall: (a) subject to Section 3.03, upon the acquisition after the date hereof by such Debtor of any Instrument, promptly deliver to the Administrative Agent all such Instruments, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Administrative Agent may reasonably request; (b) upon the acquisition of any certificated securities representing Investment Property included in the Collateral or Securities Collateral included in the Collateral which are to be physically possessed by a Debtor, promptly deliver to the Administrative Agent all such certificated securities, endorsed or accompanied by instruments of transfer or assignment in such form and substance as the Administrative Agent may reasonably request; (c) upon the acquisition of any uncertificated securities included in the Collateral, cause the Security Interest to be recorded on the equityholder register or the books of the issuer of such uncertificated securities and cause such issuer to execute and deliver to the Administrative Agent an acknowledgement of the Security Interest pursuant to which such issuer agrees to comply with instructions originated by the Administrative Agent without further consent by such Debtor; (d) deliver to the Administrative Agent a Deposit Account Control Agreement with respect to any Deposit Account established after the date hereof and included in the Collateral, other than any Deposit Account maintained by the Administrative Agent, executed by the applicable Debtor and the financial institution maintaining such Deposit Account; and (e) deliver to the Administrative Agent a securities account control agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to any securities account or securities entitlement opened after the date hereof, executed by the applicable Debtor and the securities intermediary maintaining such securities account.
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Perfection of Additional Collateral. The parties hereto acknowledge that perfection of the Collateral Agent’s Lien in certain Collateral, including, without limitation, real property and improvements thereto, tractors, trailers and other rolling stock, is ongoing, but the Company and the Loan Parties continue to execute such documents, agreements and instruments in connection therewith in accordance with Section 5.10 of the Credit Agreement (as amended by the Amendment) and the other Loan Documents. To the extent that any release of Collateral pursuant to the Specified Sale and Leaseback Transaction, any Specified Pension Fund Transaction and any other Asset Sale consummated between the date hereof and July 15, 2009 diminishes the value of Collateral, the Company agrees that any perfection of Liens described in the preceding sentence that occurs between the date hereof and July 15, 2009 shall be considered to have occurred substantially contemporaneously with any release of Collateral pursuant to the Specified Sale and Leaseback Transaction, any Specified Pension Fund Transaction and any other Asset Sale consummated between the date hereof and July 15, 2009 that diminishes the value of the Collateral.
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Perfection of Additional Collateral. Each Debtor shall, subject to Section 3.04, upon the acquisition after the date hereof by such Debtor of any additional Collateral, comply with the requirements of Section 3.01, above.
Sample 1
Perfection of Additional Collateral. Each Debtor shall: (a) maintain records at the premises where Motor Vehicles are kept evidencing which Motor Vehicles are being used as Demonstrators and Rental Motor Vehicles. Each Debtor shall cause all certificates of title for such Demonstrators and Rental Motor Vehicles that are titled to it to be marked or to otherwise indicate that Administrative Agent is the only lienholder with respect to such Demonstrators and Rental Motor Vehicles; (b) keep full and accurate Records; and (c) furnish to the Administrative Agent from time to time (but, unless an Event of Default shall have occurred and be continuing, within 45 days after the end of each calendar quarter) statements and schedules further identifying and describing the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Patent Collateral and the Trademark Collateral as the Administrative Agent may reasonably request, all in reasonable detail.
Sample 1
Perfection of Additional Collateral. The parties hereto acknowledge that perfection of the Administrative Agent's Lien in certain Collateral, including, without limitation, real property and improvements thereto, is ongoing, but the Borrower and the other Loan Parties continue to execute such documents, agreements and instruments in connection therewith in accordance with Sections 7.11 and 7.13 of the Credit Agreement (as modified by this Amendment) and the other Loan Documents. The Borrower agrees that any perfection of Liens described in the preceding sentence that occurs between the date hereof and April 30, 2010 is intended to have occurred substantially contemporaneously with the Fifth Amendment Effective Date.
Sample 1
Perfection of Additional Collateral. The parties hereto acknowledge that perfection of the Collateral Agent’s Lien in certain Collateral is ongoing, but the Company and the Loan Parties continue to execute such documents, agreements and instruments in connection therewith in accordance with Section 5.10 of the Credit Agreement and the other Loan Documents. To the extent that any release of Collateral pursuant to the Permitted Disposition and/or any Real Estate Asset Sale pursuant to a Sale and Leaseback Transaction with respect to which the Company retains an incremental amount of the “Specified SLB Proceeds” (as defined in Credit Agreement, as amended by this Amendment), the Company agrees that any perfection of Liens described in the preceding sentence shall be considered to have occurred substantially contemporaneously with any release of Collateral pursuant to the Permitted Disposition and/or any such Real Estate Asset Sale.
Sample 1
Perfection of Additional Collateral. Debtor shall: (i) upon the acquisition of any certificated securities representing Collateral which are to be physically possessed by Debtor, promptly delivery to Secured Party all such certificated securities, endorsed or accompanied by instruments of transfer or assignment in such form and substance as Secured Party may reasonably request; and (ii) upon the acquisition of any uncertificated securities included in the Collateral, cause the security interests in favor of Secured Party to be recorded on the equityholder register or the books of the issuer of such uncertificated securities and cause such issuer to execute and deliver to Secured Party an acknowledgement of the Secured Party’s security interests pursuant to which the issuer agrees to comply with instructions originated by Secured Party without further consent by Debtor,
Sample 1
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Perfection of Additional Collateral. Subject to Sections 3.03 and 3.04, each Debtor shall: (a) upon the acquisition after the date hereof by such Debtor of any Instrument, promptly deliver to the Administrative Agent all such Instruments, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Administrative Agent may reasonably request; (b) upon the acquisition of any certificated securities representing Investment Property or Securities Collateral which are to be physically possessed by such Debtor, promptly deliver to the Administrative Agent all such certificated securities, endorsed or accompanied by instruments of transfer or assignment in such form and substance as the Administrative Agent may reasonably request; (c) upon the acquisition of any uncertificated securities included in the Collateral, cause the Security Interest to be recorded on the equityholder register or the books of the issuer of such uncertificated securities and cause such issuer to execute and deliver to the Administrative Agent an acknowledgement of the Security Interest pursuant to which the issuer agrees to comply with instructions originated by the Administrative Agent without further consent by such Debtor; (d) deliver to the Administrative Agent any and all certificates of title, applications for title or similar evidence of ownership of all Equipment owned by such Debtor and shall cause the Administrative Agent to be named as lienholder on any such certificate of title, application for title or other evidence of ownership so delivered; (e) deliver to the Administrative Agent a Deposit Account Control Agreement with respect to any Deposit Account of such Debtor opened after the date hereof, other than any Deposit Account maintained by the Administrative Agent, executed by such Debtor and the financial institution maintaining such Deposit Account.
Sample 1
Perfection of Additional Collateral. Each Debtor shall: (a) upon the acquisition of any certificated securities representing Securities Collateral which are to be physically possessed by a Debtor, promptly deliver to the Administrative Agent all such certificated securities, endorsed or accompanied by instruments of transfer or assignment in such form and substance as the Administrative Agent may reasonably request; (b) upon the acquisition of any uncertificated securities included in the Collateral, cause the Security Interest to be recorded on the equityholder register or the books of the issuer of such uncertificated securities and cause such issuer to execute and deliver to the Administrative Agent an acknowledgement of the Security Interest pursuant to which the issuer agrees to comply with instructions originated by the Administrative Agent without further consent by such Debtor; and (c) keep full and accurate Records, and stamp or otherwise mxxx such Records in such manner as the Administrative Agent may reasonably require in order to reflect the Security Interest granted by this Agreement.
Sample 1

Related to Perfection of Additional Collateral

  • Additional Collateral (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

  • Delivery of Additional Collateral If at any time the Custodian shall notify a Fund by Written Notice that the fair market value of the Collateral securing any Overdraft Obligation of one of such Fund's Portfolios is less than the amount of such Overdraft Obligation, such Fund, on behalf of the applicable Portfolio, shall deliver to the Custodian, within one (1) Business Day following the Fund's receipt of such Written Notice, an additional Pledge Certificate describing additional Collateral. If such Fund shall fail to deliver such additional Pledge Certificate, the Custodian may specify Collateral which shall secure the unsecured amount of the applicable Overdraft Obligation in accordance with Section 3 of this Appendix C.

  • No Additional Collateral The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (j) above;

  • Additional Collateral, etc (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (w) any property described in Sections 6.10(c) or (d), (x) any property subject to a Lien expressly permitted by Section 7.4(g), (y) property acquired by any Excluded Foreign Subsidiary or any Special Purpose Subsidiary or (z) any Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, the applicable Loan Party shall promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) [Reserved.] (c) With respect to (i) any In-Process Property or (ii) Time Share Interests acquired or converted from In-Process Property after the Closing Date by any Loan Party (other than (x) any such real property subject to a Lien expressly permitted by Section 7.4(g), (y) real property acquired by any Excluded Foreign Subsidiary and (z) Excluded Property): (i) (A) In respect of any such Time Share Interests (other than any Direct-from-Consumer Time Share Interests), the applicable Loan Party will, within twelve months of the date in which any In-Process Property becomes Time Share Interests or a Time Share Interest (other than any Direct-from-Consumer Time Share Interest) is acquired, execute and deliver for recording a first priority Mortgage (or a recordable instrument extending and spreading the lien of any existing Mortgage) in favor of the Administrative Agent encumbering such Time Share Interests (other than any Direct-from-Consumer Time Share Interests) owned by any Loan Party.

  • Location of Collateral All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at the business locations set forth in Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.6; and (b) move Collateral to another location in the United States, upon 30 Business Days prior written notice to Agent.

  • Maintenance of Collateral Accounts Maintain any Collateral Account except pursuant to the terms of Section 6.6(b) hereof.

  • Application of Proceeds of Collateral Except as provided in subsection 2.4B(iii)(a) with respect to prepayments from Net Asset Sale Proceeds, all proceeds received by Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which Administrative Agent is entitled to indemnification under such Collateral Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Administrative Agent in connection with the exercise of any right or remedy under such Collateral Document, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the holders thereof; and (c) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

  • Application of Collateral The proceeds of any sale, or other realization (other than that received from a sale or other realization permitted by the Credit Agreement) upon all or any part of the Pledged Collateral pledged by the Pledgors shall be applied by the Secured Party as set forth in Section 7.06 of the Credit Agreement.

  • Valuation of Collateral Securities Intermediary shall provide view only access to its systems to Secured Party for the purpose of communicating data as to the Reserve Account as of that date.

  • Condition of Collateral Secured Party has no obligation to repair, clean-up or otherwise prepare the Collateral for sale.

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