Perfection of Security Interests Sample Clauses

Perfection of Security Interests. Borrower agrees to execute all documents perfecting Lender’s Security Interest and to take whatever 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 and instruments 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 Lender 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 before any change in Borrower’s name including any change to the assumed business names of Borrower. Borrower also promptly will notify Lender before 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. 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. The Borrower and its Subsidiaries shall have taken or caused to be taken such actions in such a manner so that the Agent has or maintains a valid and perfected first priority security interest in all Collateral (subject to Liens consented to by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,

Perfection of Security Interests. ▇▇▇▇▇▇▇▇ agrees to execute all documents perfecting ▇▇▇▇▇▇'s Security Interest and to take whatever actions are requested by ▇▇▇▇▇▇ to perfect and continue ▇▇▇▇▇▇'s Security Interests in the Collateral. Upon request of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Borrower will note ▇▇▇▇▇▇'s interest upon any and all chattel paper and instruments if not delivered to Lender for possession by ▇▇▇▇▇▇. Contemporaneous with the execution of this Agreement, ▇▇▇▇▇▇▇▇ will execute one or more UCC financing statements and any similar statements as may be required by applicable law, and Lender will file such financing statements and all such similar statements in the appropriate location or locations. Borrower hereby appoints ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇'s security interest in the Collateral. Borrower promptly will notify Lender before any change in ▇▇▇▇▇▇▇▇'s name including any change to the assumed business names of ▇▇▇▇▇▇▇▇. Borrower also promptly will notify Lender before any change in Borrower's Social Security Number or Employer Identification Number. ▇▇▇▇▇▇▇▇ further agrees to notify ▇▇▇▇▇▇ in writing prior to any change in address or location of ▇▇▇▇▇▇▇▇'s principal governance office or should Borrower merge or consolidate with any other entity.

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. 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. (a) Upon execution of this Agreement by each Pledgor, such Pledgor shall deliver the Pledge Shares, together with Stock Powers (with Medallion Guarantees annexed). (b) The Company and each Pledgor will, at its expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as each Secured Party may require), or permit each Secured Party to file and record, as its attorney in fact, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that such Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable such Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral. The Company and each of the Pledgor hereby appoints each Secured Party as the Company's or such Pledgor’s attorney-in-fact to execute in the name and behalf of the Company or such Pledgor, as the case may be, such additional financing statements as such Secured Party may request.

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 (or from the date hereof until the effectiveness of a Bank Credit Facility), 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) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreement. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement. Where collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party of Secured Party's security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured party. (d) Debtor will cooperate with Secured Party in obtaining control with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights and electronic chattel paper. (e) Debtor will not create any chattel paper without placing a legend on the chattel paper acceptable to Secured Party that indicates that Secured Party has a security interest in the chattel paper. (f) To the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment of the Loan shall apply on a "first-in, first-out" basis so that the portion of the Loan used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.