Perfection of Security Interests. (a) 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.
Perfection of Security Interests. Borrower agrees to execute such financing statements and to take whatever other actions are requested by Lender to perfect and continue Lender's Security Interests in the Collateral. Upon request of Lender, Borrower will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Borrower will note Lender's interest upon any and all chattel paper if not delivered to Lender for possession by Lender. Contemporaneous with the execution of this Agreement, Borrower will execute one or more UCC financing statements and any similar statements as may be required by applicable law, and will file such financing statements and all such similar statements in the appropriate location or locations. Borrower hereby appoints Lender as its irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect or to continue any Security Interest. Lender may at any time, and without further authorization from Borrower, file a carbon, photograph, facsimile, or other reproduction of any financing statement for use as a financing statement. Borrower will reimburse Lender for all expenses for the perfection, termination, and the continuation of the perfection of Lender's security interest in the Collateral. Borrower promptly will notify Lender of any change in Borrower's name including any change to the assumed business names of Borrower. Borrower also promptly will notify Lender of any change in Borrower's Social Security Number or Employer Identification Number. Borrower further agrees to notify Lender in writing prior to any change in address or location of Borrower's principal governance office or should Borrower merge or consolidate with any other entity.
Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date, enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documents.
Perfection of Security Interests. (a) Upon execution of this Agreement by each Pledgor, such Pledgor shall deliver the Pledge Shares, together with Stock Powers (with Medallion Guarantees annexed).
Perfection of Security Interests. Borrower shall have taken or caused to be taken such actions requested by Lender to grant Lender a first priority perfected security interest in the Collateral, subject only to Permitted Liens. Such actions shall include, without limitation, the delivery to Lender of all appropriate financing statements, executed by Borrower, as to the Collateral granted by Borrower for all jurisdictions as may be necessary or desirable to perfect the security interest of Lender in such Collateral
Perfection of Security Interests. Upon the making of the filings and taking of the other actions set forth on Schedule 5.08, all filings and other actions necessary to perfect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Secured Obligations, and having priority over all other Liens on the Collateral except in the case of (a) non-consensual Liens permitted under Section 7.01, to the extent any such Liens would have priority over the Liens in favor of the Collateral Agent pursuant to any applicable Law and (b) Liens not required to be perfected by control or possession pursuant to the Collateral and Guaranty Requirement to the extent that all filings and other actions necessary or desirable to perfect such security interest have been duly taken.
Perfection of Security Interests. Borrower shall have taken or caused to be taken such actions requested by Lender to grant Lender a first priority perfected security interest in the Collateral, subject only to Permitted Liens. Such actions shall include, without limitation, the delivery to Lender of all appropriate financing statements, executed by Borrower, as to the Collateral granted by Borrower for all jurisdictions as may be necessary or desirable to perfect the security interest of Lender in such Collateral.
Perfection of Security Interests. Upon execution of this Pledge Agreement by the Debtor and the Pledgor,
Perfection of Security Interests. The Debtor will, at its expense, cause all filings and recordings and other actions specified on Schedule 4.1 to have been completed on or prior to the Effective Date.
Perfection of Security Interests. (a) The Company irrevocably and unconditionally authorizes the Lender to file at any time and from time to time such financing statements and similar instruments with respect to the Collateral naming the Lender or its designee as the secured party and the Company as debtor, as the Lender may require, and including any other information with respect to the Company or otherwise required by the Uniform Commercial Code of such jurisdiction as the Lender may determine, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements and similar instruments filed on, prior to or after the date hereof. The Company hereby ratifies and approves all financing statements naming the Lender or its designee as secured party and the Company as debtor with respect to the Collateral (and any amendments with respect to such financing statements and similar instruments) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements and similar instruments (and amendments, if any). The Company hereby authorizes the Lender to adopt on behalf of the Company any symbol required for authenticating any electronic filing. In no event shall the Company at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement or similar instrument (or amendment or continuation with respect thereto) naming the Lender or its designee as secured party and the Company as debtor, without the prior written consent of the Lender.
