Perfection of Security and Further Assurance Sample Clauses

Perfection of Security and Further Assurance. 3.1 The Chargor shall at any time at the request of the Security Agent and at the cost of the Chargor promptly sign, seal, execute, deliver and do all deeds, instruments, notices, documents, acts and things (including, without limitation any legal assignments, transfers, mortgages, legal or other charges or securities and notices of assignment or charge) as in each such case the Security Agent shall reasonably require for the purpose of maintaining, perfecting or protecting the security constituted by or pursuant to this Charge (or purported to be constituted by or pursuant to this Charge) or for facilitating the realisation thereof and the exercise of all powers, authorities and discretions vested in the Security Agent by this Charge or by applicable law. Without prejudice to the generality of the foregoing, such assignments, transfers, mortgages, legal or other charges, or securities or notices of assignment or charge shall be in such form as the Security Agent shall reasonably require and may contain provisions such as are herein contained or provisions to the like effect and/or such other provisions of whatsoever kind as the Security Agent shall reasonably consider requisite for the maintenance or perfection of the security constituted by or pursuant to this Charge. 3.2 The Chargor shall immediately after the execution of this Charge, instruct its registered agent to create and maintain a register of charges for the Chargor in accordance with section 162 of the Business Companies Act 2004 of the British Virgin Islands (the “Register of Charges”) and to enter particulars of the security interests created pursuant to this Charge in the Register of Charges, and the Chargor shall instruct its registered agent to effect registration of this Charge at the Registry of Corporate Affiars pursuant to section 163 of the Business Companies Act 2004 of the British Virgin Islands: (i) deliver or procure to be delivered to the Security Agent a certified copy of the updated Register of Charges and a confirmation from the registered agent of the Chargor in writing that such Register of Charges has been filed with the Registry of Corporate Affairs; and (ii) deliver or procure to be delivered to the Security Agent the certificate of registration issued by the Registrar of Corporate Affairs and the filed and stamped copy of the Register of Charges. 3.3 The Chargor hereby represents and warrants to the Security Agent that as of the date hereof, the Chargor is not registere...
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Perfection of Security and Further Assurance. The Borrower shall at any time at the request of the Lender and at the cost of the Borrower promptly sign, seal, execute, deliver and do all deeds, instruments, notices, documents, acts and things (including, without limitation, further or other legal assignments, transfers, mortgages, legal or other charges or securities) as in each such case may be necessary for the purpose of maintaining, perfecting or protecting the security constituted by or pursuant to this Deed (or purported to be constituted by or pursuant to this Deed) or for facilitating the realisation thereof and the exercise of all powers, authorities and discretions vested in the Lender. Without prejudice to the generality of the foregoing, such assignments, transfers, mortgages, legal or other charges, or securities shall be in such form as the Lender shall require and may contain provisions such as are herein contained or provisions to the like effect and/or such other provisions of whatsoever kind as the Lender shall consider necessary for the maintenance or perfection of the security constituted by or pursuant to this Deed.
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Perfection of Security and Further Assurance. The Chargor shall from time to time, at the request of the Lender but at the cost of the Chargor, take whatever action the Lender or a Receiver may reasonably require for: (a) creating, perfecting, improving, maintaining or protecting security intended to be created by or pursuant to this Charge; (b) after the Security has become enforceable, facilitating the realisation of any Secured Asset; (c) facilitating the exercise of any right, power or discretion exercisable by the Lender or a Receiver in respect of any Secured Asset; or (d) vesting or enabling to vest title to any Secured Asset in the Lender or its nominee(s), including: (i) the re-execution of this Charge; (ii) the execution of any legal or other assignment, transfer, mortgage, charge or encumbrance or other document in such form as the Lender may reasonably require; (iii) the giving of any notice, order or direction; and (iv) the making of any filing or registration.
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Perfection of Security and Further Assurance. 4.1. The Pledgor shall promptly hand over the original of any Debt Security to the Pledgee. In addition, the Pledgor hereby notifies the Company of the Pledge (Drittschuldnerverständigung) and the Company hereby acknowledges notification of the Pledge.
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Perfection of Security and Further Assurance. 3.1 The Company shall, when required by the Chargee (whether before or after this Security shall have become enforceable), execute and do all such mortgages, charges, transfers, assignments, assurances, instruments, notices, documents, acts and things in such form or otherwise as the Chargee may require for maintaining, perfecting or protecting the security intended to be hereby constituted, for further charging the Charged Assets in order to further secure the Secured Indebtedness, for converting any floating charge forming part of this Security into a fixed charge, for protecting the Chargee's interest in the Charged Assets or for effecting or facilitating the exercise by the Chargee of its powers, authorities and discretions conferred on it or any Receiver hereby or by statute. For the purposes of this Clause, a certificate in writing signed by or on behalf of the Chargee to the effect that any particular transfer, assignment, assurance, act or thing required by the Chargee is reasonably required shall be conclusive evidence of the fact. 3.2 The Company shall from time to time when so required by the Chargee produce to and/or deposit with the Chargee, during the continuance of this Security, all deeds and documents of title relating to the Charged Assets or any of them.
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Perfection of Security and Further Assurance. Notice of assignment (a) The Purchaser shall: (i) at the request of the Funding Agent from time to time (subject to Clause 5.1(b)) serve a notice of this Agreement (in form and substance satisfactory to the Funding Agent) to: (A) each other party to the Contracts other than those under which Non-Assignable Receivables arise, or Transaction Documents specified by the Funding Agent; and (B) each of the insurers liable on the Insurances specified by the Funding Agent; (ii) use its best efforts to procure that each addressee of a notice referred to in Clause 5.1(a) acknowledges that notice in a form acceptable to the Funding Agent; and (iii) deliver to the Funding Agent copies of each notice so served. 5 DeltaView comparison of iManageDeskSite://LONDON/Legal/1326125/7 and iManageDeskSite://LONDON/Legal/1326125/17. Performed on 17/12/2007. (b) The Funding Agent shall not make the request referred to in Clause 5.1(a) unless: (i) a Servicer other than CL or an Affiliate of CL following a Servicer Default has been designated as Servicer pursuant to Clause 2.1 (Appointment of Servicer) of the Servicing Agreement or a Servicer Default or an Event of Default is continuing; and (ii) such request is in accordance with the provisions of Clause 3.16 (Limits on withdrawals from any Purchaser Account) of the Servicing Agreement. 5.2 The Purchaser shall: (a) at the request of the Funding Agent from time to time following the occurrence of a Cash Trapping Event, Servicer Default or Event of Default which in each case is continuing, serve a notice of this Agreement (in form and substance satisfactory to the Funding Agent) to any bank where any of its accounts are held, specified by the Funding Agent; (b) use its best efforts to procure that each addressee of a notice referred to in Clause 5.2(a) acknowledges that notice in a form acceptable to the Funding Agent; and (c) deliver to the Funding Agent copies of each notice so served.
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Perfection of Security and Further Assurance 
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Related to Perfection of Security and Further Assurance

  • Perfection of Security Each Obligor shall have duly authorized, executed, acknowledged, delivered, filed, registered and recorded such security agreements, notices, financing statements, memoranda of intellectual property security interests and other instruments as the Agent may have reasonably requested in order to perfect the Liens purported or required pursuant to the Credit Documents to be created in the Credit Security and shall have paid all filing or recording fees or taxes required to be paid in connection therewith, including any recording, mortgage, documentary, transfer or intangible taxes.

  • Perfection and Protection of Security Interest (a) The Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or recording of filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the Borrower’s books of account to disclose the Agent’s security interest; and (iv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

  • Acknowledgment of Perfection of Security Interest Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and liens granted to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

  • Perfection of Security Interest Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

  • Perfection of Transfer and Protection of Security Interests Section 4.01. Custody of Contracts.................................... 4-1 Section 4.02. Filings................................................. 4-2 Section 4.03. Name Change or Relocation............................... 4-2 Section 4.04. Chief Executive Office.................................. 4-3 Section 4.05. Costs and Expenses...................................... 4-3 -i-

  • Perfection of Security Interests Each Borrower and Guarantor irrevocably and unconditionally authorizes Agent (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming Agent or its designee as the secured party and such Borrower or Guarantor as debtor, as Agent may require, and including any other information with respect to such Borrower or Guarantor or otherwise required by part 5 of Article 9 of the Uniform Commercial Code of such jurisdiction as Agent may determine, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. Each Borrower and Guarantor hereby ratifies and approves all financing statements naming Agent or its designee as secured party and such Borrower or Guarantor, as the case may be, as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of Agent prior to the date hereof and ratifies and confirms the authorization of Agent to file such financing statements (and amendments, if any). Each Borrower and Guarantor hereby authorizes Agent to adopt on behalf of such Borrower and Guarantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming Agent or its designee as the secured party and any Borrower or Guarantor as debtor includes assets and properties of such Borrower or Guarantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by such Borrower or Guarantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. In no event shall any Borrower or Guarantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming Agent or its designee as secured party and such Borrower or Guarantor as debtor.

  • Reaffirmation of Security Interests Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment does not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

  • Termination of Security Interests; Release of Collateral Upon payment in full of all Secured Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination of the Security Interest or release of any Collateral, the Secured Party will, at the expense of Debtor, execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence the termination of the Security Interest or the release of such Collateral, as the case may be.

  • Protection of Security Interest With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) acquire such Collateral Portfolio pursuant to and in accordance with the terms of the Contribution Agreement, (ii) at the expense of the Servicer, on behalf of the Borrower take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral Portfolio free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing, filing and maintaining (at the expense of the Servicer, on behalf of the Borrower) effective financing statements against the Transferor in all necessary or appropriate filing offices, (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) at the expense of the Servicer, on behalf of the Borrower, take all action necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens, to exist in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower’s interests in all of the Collateral Portfolio being Pledged hereunder including the filing of a UCC financing statement in the applicable jurisdiction adequately describing the Collateral Portfolio (which may include an “all asset” filing), and naming the Borrower as debtor and the Collateral Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof), (iv) permit the Administrative Agent or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable advance notice examine and make copies of all documents, books, records and other information concerning the Collateral Portfolio and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters, and (v) take all additional action that the Administrative Agent or the Collateral Agent may reasonably request to perfect, protect and more fully evidence the respective first priority perfected security interests of the parties to this Agreement in the Collateral Portfolio, or to enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective rights hereunder.

  • Perfection of Security Interests in the Collateral The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens.

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