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Security Covenants Sample Clauses

Security CovenantsDuring the Security Period, Company shall, and shall cause each of the Subsidiaries to, at its own respective cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as may from time to time be necessary or as such Buyer or the Collateral Agent may from time to time request in order to carry out the intent and purposes of this Agreement, the Security Documents and the other Transaction Documents and the transactions contemplated hereby and thereby, including all such actions to establish, create, preserve, protect and perfect a first priority Lien (subject only to Permitted Liens) in favor of the Collateral Agent for the benefit of such Buyer on the Collateral (as each term is defined in the Security Agreement, and including Collateral acquired after the date hereof), including on any and all assets of the Company and each of the Subsidiaries, whether now owned or hereafter acquired. (i) Without limiting the generality of the foregoing, in the event that the Company or any of the Subsidiaries shall, during the Security Period, acquire or form any new Subsidiary after the date hereof, the Company shall, or shall cause the respective Subsidiary to cause such new Subsidiary, upon such acquisition or concurrently with such formation, as applicable, (A) to execute, and thereafter perform its obligations under, the Security Agreement and the Guaranty and to take such other action (including authorizing the filing of such UCC financing statements and delivering certificates in respect of the equity securities of such Subsidiary) as shall be necessary or appropriate to establish, create, preserve, protect and perfect a first priority Lien (subject only to Permitted Liens) in favor of the Collateral Agent for the benefit of the Collateral Agent and Buyers on all assets, both real and personal, in which such new Subsidiary has or may thereafter acquire any interest, (B) to execute such other Security Documents, in form and content acceptable to the Collateral Agent, as may be required or requested by the Collateral Agent in connection with the actions contemplated by the preceding clause (A), and (C) to deliver such proof of corporate (or comparable) action, incumbency of officers, opinions of counsel and other documents as the Collateral Agent shall have required or requested. (ii) During the Security Period, (A) the Company shall, and shall cause each of the Subsidiaries to, take s...
Security Covenants. From the date of this Agreement until the first date following the Closing Date on which no Notes are outstanding and the Security Agreement has terminated, the Company shall, and shall cause each of its Subsidiaries and Foreign Subsidiaries to, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as may from time to time be necessary or as a Buyer or the Collateral Agent may from time to time reasonably request in order to carry out the intent and purposes of this Agreement, the Security Documents and the other Transaction Documents and the transactions contemplated hereby and thereby, to the extent feasible by local law, including all such actions to establish, create, preserve, protect and perfect a first priority Lien in favor of the Collateral Agent for the benefit of such Buyer in the Collateral (as each term is defined in the Security Agreement).
Security CovenantsThe Loan together with all interest, fees, commitment charges, costs, charges, expenses and other monies whatsoever stipulated in or payable under this Agreement and the other transaction documents shall be secured by the assets over which the Security has been created as specified in the Schedule (“Secured Assets”). The Security will be created in favour of the Bank, as required by the Bank, in a form and manner acceptable to the Bank. The Borrower/Co-Borrower(s) agrees that this Loan Agreement, and any Security hereby created or created subsequently, for and on account of the Loan, shall operate as a continuing security for all the obligations of the Borrower/Co-Borrower(s) in respect of the Loan, notwithstanding any partial payments or fluctuation of accounts. In the event of failure to observe any of the conditions set out in the Loan/Security documents, the Bank can exercise their right on the Security and may enforce their right on the Secured Assets. The Bank may, in exercise of the powers, cause the Secured Assets to be sold by public auction or otherwise. In order to facilitate sale of the Secured Assets, the Borrower/Co-Borrower(s) agrees to execute and deliver transfer/sale letter to the Bank. The Borrower/Co-Borrower(s) shall not, without the written consent of the Bank, create in any manner any charge, lien or other encumbrance on the Security given to the Bank in respect of such advance or create any interest in such Security in favour of any other third party or person. On demand, the Borrower/Co-Borrower(s) agrees to deliver to the Bank post-dated cheques for the payment of EMIs and the Borrower/Co-Borrower(s) warrants that the cheques will be honoured on first presentation. Any non- presentation of a cheque due to any reason will not affect the liability of the Borrower/Co-Borrower(s) to pay the installments or any other sum. The Borrower/Co-Borrower(s) agrees to forthwith replace the cheque/issue fresh cheques if required by the Bank. The Borrower/Co-Borrower(s) shall not be entitled to call upon the Bank to refrain from presenting any cheque for payment and if the Borrower/Co-Borrower(s) does so, the Bank shall nevertheless be entitled to present the cheque for payment and in the event of dishonor, the provisions under Chapter XVII of the Negotiable Instruments Act, 1881 shall apply. The Borrower shall notify the Bank, within 24 (twenty four) hours from the date of either (i) receipt of any demand/notice from a creditor (financial or ope...
Security Covenants. So long as any amount owing under this Agreement remains unpaid or any Lender has any obligation under this Agreement, and unless consent is given in accordance with Section 9.1, the Borrower shall and shall cause each other Credit Party to:
Security Covenants. So long as any amount owing under this Agreement remains unpaid or the Lender has any obligation under this Agreement, and unless consent is given in accordance with Section 11.2, the Borrower shall:
Security Covenants. So long as any amount owing by the Borrower or any of its Subsidiaries under the Loan Documents remains unpaid, and unless consent is given in accordance with Section 9.1, the Borrower shall:
Security Covenants. So long as any amount owing under this Agreement remains unpaid, and unless written consent is given by the Lender, the Borrower shall: (a) Promptly cure or cause to be cured any defects in the execution and delivery of this Agreement or any defects in the validity or enforceability of any of the Security and at its expense, execute and deliver or cause to be executed and delivered, all such agreements, instruments and other documents (including the filing of any financing statements or financing change statements) as the Lender reasonably may consider necessary or desirable to protect or otherwise perfect the security interest granted under the Security Agreement.
Security Covenants. (a) Seller shall comply with, perform, and discharge each and every obligation, covenant, condition, duty, and agreement contained in any applicable Purchase Commitments that are to be performed by Seller. (b) Without Buyer’s prior written consent, Seller shall not waive, excuse, condone, forgive, or in any manner release or discharge any party to any agreement with Seller from the obligations, covenants, conditions, or duties contained in any such agreement or amend, modify, or otherwise change, terminate, or assign any agreement or agree to do any of the foregoing, if (in any case) a consequence of doing so could be to materially and adversely affect Seller’s condition (financial or otherwise) or to materially and adversely affect the value of any of the Purchased Assets or Buyer’s security interest in any of the Purchased Assets. (c) At Seller’s sole cost and expense, Seller will promptly and diligently exercise each and every material right that Seller may have under any of the Purchased Mortgage Loans and will appear in and defend in good faith any action or proceeding arising under, growing out of, or in any manner connected with Seller’s obligations, covenants, conditions, duties, agreements, or liabilities under or in respect of any of the Purchased Mortgage Loans. (d) Each Purchased Mortgage Loan subject to a Transaction shall be closed in accordance with best industry practices and all Applicable Requirements. Seller acknowledges and agrees that it shall be liable to Buyer for any acts or omissions of any Settlement Agent that cause Buyer to incur any loss or expense (including, without limitation, attorneys’ fees).
Security Covenants. During the Reporting Period, the Company shall, and shall cause each of its Subsidiaries to, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as may from time to time be necessary or as a Buyer or the Collateral Agent may from time to time reasonably request in order to carry out the intent and purposes of this Agreement, the Security Documents and the other Transaction Documents and the transactions contemplated hereby and thereby, including all such actions to establish, create, preserve, protect and perfect a first priority Lien in favor of the Collateral Agent for the benefit of such Buyer in the Pledged Collateral and the Account Collateral. During the Reporting Period, the Company shall, and shall cause each of its Subsidiaries to, refrain from engaging to any substantial extent in any business other than offering financing products to current, prior, or prospective students for the financing or refinancing of higher education expenditures and providing online college application services, together with other ancillary products and services that are related thereto or in furtherance thereof (the “Student Loan Business”).
Security Covenants. From the date of this Agreement until the first date following the Closing on which no Notes are outstanding and the Security Agreement has terminated (the "Reporting Period"), the Company shall, at its own respective cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as may from time to time be necessary or as Buyer may from time to time request in order to carry out the intent and purposes of this Agreement and the Security Agreement and the transactions contemplated hereby and thereby, including all such actions to establish, create, preserve, protect and perfect a first priority Lien (subject only to Permitted Liens) in favor of Buyer on the Collateral (as defined in the Security Agreement, and including Collateral acquired after the date hereof), including on any and all assets of the Company, whether now owned or hereafter acquired, subject to certain exclusions set forth in the Security Agreement. As used in this Agreement, "Permitted Liens" means (I) Liens created by the Security Agreement; (II) Liens for taxes or other governmental charges not at the time due and payable, or (if foreclosure, distraint sale or other similar proceeding shall not have been initiated) which are being contested in good faith by appropriate proceedings diligently prosecuted, so long as foreclosure, distraint, sale or other similar proceedings have not been initiated, and in each case for which the Company maintains adequate reserves in accordance with GAAP in respect of such taxes and charges;