Protection of Security Interest Clause Samples
The Protection of Security Interest clause establishes the rights and measures necessary to safeguard a party's security interest in certain assets or collateral. In practice, this clause may require the debtor to take actions such as registering the security interest, maintaining the collateral in good condition, and refraining from actions that could compromise the secured party's rights. Its core function is to ensure that the secured party's interest remains enforceable and prioritized, thereby reducing the risk of loss or dispute over the collateral.
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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, prote...
Protection of Security Interest. Subordinate Lender shall not, without the prior written consent of Senior Lender in each instance, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that Subordinate Lender shall have the right to advance funds to cure Senior Security Instrument Defaults pursuant to Section 7(a) above and advance funds pursuant to the Subordinate Mortgage for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Mortgaged Property and curing other defaults by Borrower under the Subordinate Loan Documents.
Protection of Security Interest. Make such payments and do such acts as the Bank, in its sole judgment, considers necessary and reasonable to protect its security interest or lien in the Collateral. The Borrower hereby irrevocably authorizes the Bank to pay, purchase, contest or compromise any encumbrance, lien or claim which the Bank, in its sole judgment, deems to be prior or superior to its security interest. Further, the Borrower hereby agrees to pay to the Bank, upon demand therefor, all expenses and expenditures (including attorneys' fees) incurred in connection with the foregoing.
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted by the Credit Agreement, it will not sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreement.
(2) It will, to the full extent required under the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies upon the Collateral or for its use or operation.
(3) It will sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.
(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as sec...
Protection of Security Interest. Each Pledgor agrees that it will, at its own cost and expense, take any and all actions necessary to warrant and defend the right, title and interest of the Secured Parties in and to the Collateral against the claims and demands of all other Persons.
Protection of Security Interest. Holdings shall take all action that the Calculation Agent or the Administrative Agent (acting at the direction of the Majority Lenders) may reasonably request to perfect, protect and more fully evidence the first priority (subject to Permitted Liens) perfected security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Pledged Equity, or to enable the Administrative Agent and the Secured Parties to exercise or enforce any of their rights hereunder.
Protection of Security Interest. Each Pledgor agrees that it will use commercially reasonable efforts, at its own cost and expense, to take any and all actions necessary to warrant and defend the right, title and interest of the Agent and Secured Parties in and to the Collateral against the claims and demands of all other persons.
Protection of Security Interest. Contemporaneously with the execution of this Agreement, Debtor shall properly execute and deliver to Secured Party one or more UCC-1 Financing Statements to enable Secured Party to perfect Secured Party's security interest in the Collateral. Debtor agrees also to execute, file, and record such other statements, notices, and agreements, take such action and obtain such certificates and documents, in accordance with all applicable laws, statutes, and regulations as may be necessary or advisable to perfect, evidence, and continue Secured Party's security interest in the Collateral.
Protection of Security Interest. (A) The Collateral will not be sold, licensed, transferred, encumbered, pledged, or disposed of or be subjected to any unpaid charge, including taxes, or to any subsequent interest of a third person created or suffered by Ecosphere voluntarily or involuntarily, unless the Lender consents in advance in writing to such charge, transfer, disposition or subsequent interest, and
(B) The Lender has filed Financing Statements and may file additional Financing Statements it deems necessary in places it deems appropriate to protect the security interest under this Agreement against the rights or interests of third persons.
(C) Any proceeds received by Ecosphere upon the sale, lease, license, assignment, transfer, encumbrance, pledge or other disposition of any of the Collateral or any part thereof shall be paid to Lender when received to fully discharge principal, accrued interest and attorneys’ fees due under the Note and the Prior Notes, if any. All additional proceeds, if any, from such sale or other disposition shall be retained by Ecosphere.
Protection of Security Interest. Appointment of Administrative Agent as Attorney-in-Fact 83 Section 12.12 Confidentiality 84 Section 12.13 Execution in Counterparts; Severability; Integration 85 EXHIBIT A Form of Borrower Notice EXHIBIT B Form of Note EXHIBIT C Form of Assignment and Acceptance EXHIBIT D Form of Joinder Agreement EXHIBIT E Form of Monthly Report EXHIBIT F Form of Servicer’s Certificate EXHIBIT G [Reserved] EXHIBIT H Form of Primary Document Trust Receipt EXHIBIT I Form of Assignment of Mortgage EXHIBIT J [Reserved] EXHIBIT K [Reserved] EXHIBIT L Form of Lock-Box Agreement EXHIBIT M Credit Report and Transaction Summary EXHIBIT N ▇▇▇▇▇’▇ Industry Classifications SCHEDULE I Schedule of Documents SCHEDULE II List of Lock-Box Banks, Lock-Box Accounts, Collection Account and Securities Accounts SCHEDULE III Loan List SCHEDULE IV Form of Loans THIS AMENDED AND RESTATED CREDIT AGREEMENT is made as of May 26, 2006, among:
(1) GLADSTONE BUSINESS LOAN, LLC, a Delaware limited liability company, as borrower (the “Borrower”);
(2) GLADSTONE MANAGEMENT CORPORATION, a Delaware corporation, as servicer (the “Servicer”);
(3) Each financial institution from time to time party hereto as a “Committed Lender” and their respective successors and assigns (collectively, the “Committed Lenders”);
(4) Each commercial paper issuer from time to time party hereto as a “CP Lender” and their respective successors and assigns (collectively, the “CP Lenders”);
(5) Each financial institution from time to time party hereto as a “Managing Agent” and their respective successors and assigns (collectively, the “Managing Agents”); and
(6) DEUTSCHE BANK AG, NEW YORK BRANCH, as “Administrative Agent” and its respective successors and assigns (the “Administrative Agent”). IT IS AGREED as follows: