Further Assurance and Exceptions to Perfection Sample Clauses

The "Further Assurance and Exceptions to Perfection" clause requires parties, typically borrowers, to take additional actions or provide necessary documents to ensure that a lender's security interest in collateral is properly established and maintained. In practice, this may involve signing further documents, delivering certificates, or cooperating with filings needed to perfect the lender’s interest, except in cases where perfection is not required or is specifically excluded by the agreement. The core function of this clause is to ensure the lender’s rights are fully protected by addressing any gaps in the perfection process, while also clarifying any exceptions where such actions are not necessary.
Further Assurance and Exceptions to Perfection. Parent will, and will cause each Subsidiary, other than a Restricted Group Member, to, execute and deliver such further documentation and take such further action as may be requested by Agent or the Required Banks to carry out the provisions and purposes of the Loan Documents and to create, preserve, and perfect the Liens of Agent for the benefit of itself and the Banks in the Collateral; provided that, prior to the occurrence of a Default, neither Parent nor any Subsidiary, nor a Restricted Group Member at any time, shall be required to: (i) execute or have filed any UCC Financing Statement fixture filings necessary to perfect Agent’s Lien on property at a location identified pursuant to the Parent Security Agreement or the Subsidiary Security Agreement as a “Contract Location” (herein a “Contract Location”); (ii) execute or deliver any waivers, subordinations or acknowledgments from any third parties who have possession or control of any Collateral; (iii) except as required by Section 7.1(g) of the Original Credit Agreement, obtain any landlord or mortgagee waivers or subordinations; (iv) deliver any certificates of title evidencing equipment of Parent or a Subsidiary with Agent’s Lien noted thereon; or (v) grant Agent control over any deposit, security or commodity account. If a Default occurs, then Parent shall, and shall cause each Subsidiary, other than a Restricted Group Member, to, take such action as Agent or the Required Banks may request to perfect and protect the Liens of Agent in all the Collateral, including any or all of the actions described in clauses (i) through (v) of this Section 8.10(a). Notwithstanding the foregoing, if prior to the occurrence of a Default, the book value of the equipment (excluding vehicles) and fixtures located at a Contract Location exceeds One Hundred Thousand Dollars ($100,000.00), then Parent shall, or shall cause the applicable Subsidiary, other than a Restricted Group Member, to, take all actions as Agent may request to perfect and protect the Liens of Agent in the equipment and fixtures held at such Contract Location. Parent shall promptly notify Agent if the book value of the equipment (excluding vehicles) and fixtures located at a Contract Location exceeds One Hundred Thousand Dollars ($100,000.00).
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Further Assurance and Exceptions to Perfection. The Borrower will, and will cause each Subsidiary to, execute and deliver such further documentation and take such further action as may be requested by the Agent to carry out the provisions and purposes of the Loan Documents and to create, preserve, protect and perfect the Liens of the Agent for the benefit of itself and the Banks in the Collateral; provided that prior to the occurrence of a Default, neither Borrower nor any Granting Subsidiary shall be required to: (i) except as delivered in connection with the Prior Agreement and as required by Section 6.1(h), obtain any landlord or mortgagee waivers or subordinations; (ii) execute or have filed any UCC Financing Statement fixture filings; and (iii) deliver any certificates of title evidencing equipment of Borrower or a Granting Subsidiary with Agent's Lien noted thereon. If a Default occurs, then Borrower shall take such action as the Agent may request to perfect and protect the Liens of the Agent in all the Collateral, including any or all of the actions described in clauses (i) through (iii) of this Section 8.10 (a).
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Further Assurance and Exceptions to Perfection. Borrower will, and will cause each Subsidiary to, execute and deliver such further documentation and take such further action as may be requested by the Bank to carry out the provisions and purposes of the Loan Papers and to create, preserve, and perfect the Liens of the Bank created pursuant to the Security Documents.
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Related to Further Assurance and Exceptions to Perfection

  • Lien Perfection; Further Assurances Each Borrower shall execute such UCC-1 financing statements as are required by the UCC and such other instruments, assignments or documents as are necessary to perfect Agent's Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Agent's Lien upon the Collateral. Unless prohibited by applicable law, each Borrower hereby authorizes Agent to execute and file any such financing statement, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Borrower or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 5.1, on such Borrower's behalf. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Agent's request, each Borrower shall also promptly execute or cause to be executed and shall deliver to Agent any and all documents, instruments and agreements deemed necessary by Agent, to give effect to or carry out the terms or intent of the Loan Documents. The provisions of this Section 5.3 (i) shall not require that any leasehold mortgages be provided other than upon Agent's reasonable request therefor and (ii) shall not apply to the motor vehicles owned by a Borrower to the extent that the fair market value of the motor vehicles owned by Borrowers and the Restricted Subsidiaries does not exceed $300,000 in the aggregate.

  • Actions to Perfect Liens The Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1, necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created by the Security Documents shall have been completed.

  • Security Interests; Further Assurances Promptly upon the reasonable request of the Administrative Agent or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required Lenders determine that they are required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

  • Covenant of Further Assurances The Funds and BNY Mellon covenant and agree that, subsequent to the execution and delivery of this Agreement and, without any additional consideration, each of the Funds and BNY Mellon shall execute and deliver any further legal instruments and perform any acts that may be reasonably required to confirm and effectuate the validity and enforceability of this Agreement.

  • Further Assurances Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.