Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and enforceable against Borrower and all third parties in accordance with the terms of this Agreement, as security for the Obligations, and the Collateral shall not be at any time subject to any Liens that are prior to, or on parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP Order. (b) Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), or to enable Lender to exercise or enforce its rights hereunder. (c) Borrower covenants and agrees with Lender that from and after the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, in form and substance satisfactory to Lender, to perfect and continue the perfection of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent. (d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim. (e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest. (f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 2 contracts
Sources: Debtor in Possession Loan and Security Agreement (PRB Energy, Inc.), Debtor in Possession Loan and Security Agreement (PRB Energy, Inc.)
Continued Priority of Security Interest. (a) The Security Interest granted by each Borrower shall at all times be valid, perfected and enforceable against such Borrower and all third parties in accordance with the terms 101 110 of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Each Borrower shall, at its sole cost and expense, take all action that may be necessary or desirablenecessary, or that Lender the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 8.2(A), or to enable Lender the Administrative Agent and the Lenders to exercise or enforce its their rights hereunder.hereunder (subject to Permitted Liens), including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees', bailees', warehousemen's or processors' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the request Administrative Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Administrative Agent may reasonably specify, and deliver to Lenderstamping or marking, in such manner as the Administrative Agent may reasonably specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Administrative Agent in its reasonable judgment relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Administrative Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of a Borrower for any purpose described in SECTION 8.2(B), and in order to consummate fully all . The Administrative Agent will give the relevant Borrower notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Each Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender the Administrative Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 2 contracts
Sources: Loan and Security Agreement (Winston Furniture Co of Alabama Inc), Loan and Security Agreement (Winsloew Furniture Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that the Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), 6.2(a) or to enable the Lender to exercise or enforce its rights hereunder.
, including, but not limited to: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees' or mechanics' releases, subordinations or waivers, (iii) delivering to the request of Lender, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Lender may specify, and deliver to Lenderstamping or marking in such manner as the Lender may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to the Lender, relating to perfect and continue the perfection creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.
(c) During the existence of a Default or Event of Default, the Lender is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in Section 6.2(b). A carbon, photographic or other reproduction of this Agreement or of any of the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Security Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file or of any financing statement under the UCC, record, in-lieu filed in connection with this Agreement is sufficient as a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed permitted by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentapplicable law.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) The Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 2 contracts
Sources: Loan and Security Agreement (International Comfort Products Corp), Loan Agreement (International Comfort Products Corp)
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 6.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) using reasonable efforts to obtain after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees', bailees', warehousemen's or processors' releases, subordinations or waivers, and mechanics' releases, subordinations or waivers,
(iii) delivering to the request Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law; PROVIDED, HOWEVER, that after the Effective Date, unless a Default or Event of Default exists or the Agent requests that specific action be taken by the Borrower with respect to material Collateral, the Borrower shall not be required to take any action other than the execution and filing of Financing Statements, filings in the United States Patent and Trademark Office, endorsement and delivery of shares of Subsidiaries pursuant to appropriate pledge agreements and stock transfer powers and endorsement and delivery of instruments and chattel paper having a value in excess of $100,000.
(c) The Agent is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or in the name of the Borrower for any purpose described in SECTION 6.2(b). The Agent will give the Borrower notice of the filing of any such statements or amendments, which notice shall specify the locations where such statements or amendments were filed. A carbon, photographic, xerographic or other reproduction of this Agreement or of any of the Security Documents or of any financing statement filed in connection with this Agreement is sufficient as a financing statement, to perfect and continue the perfection of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) The Borrower shall ▇▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 2 contracts
Sources: Loan and Security Agreement (Burke Industries Inc /Ca/), Loan and Security Agreement (Burke Industries Inc /Ca/)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower each Obligor shall at all times be valid, perfected and enforceable against Borrower each Obligor and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower Each Obligor shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 7.2(A), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder.
, including: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon Collateral Access Agreements and consents and sublicense agreements from licensors of Proprietary Rights to such Obligor, (iii) delivering to the request Agent, for the benefit of Lenderthe Secured Creditors, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iiii) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of any Obligor for any purpose described in SECTION 7.2(B), and in order to consummate fully all . The Agent will give the Borrowers' Agent notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower Each Obligor shall ▇▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 2 contracts
Sources: Loan and Security Agreement (Tultex Corp), Loan and Security Agreement (Tultex Corp)
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be first priority, and be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time subject to any Liens that are prior to, or on parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP Order.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a7.2(a), or to enable Lender the Lenders and the Agent to exercise or enforce its their rights hereunder., including but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens;
(ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time landlords', mortgagees' or mechanics' releases, subordinations or waivers;
(iii) delivering to the Agent, upon request, for the request benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral; and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to Lenderthe Agent, relating to perfect and continue the perfection of creation, validity, perfection, maintenance or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all continuation of the transactions contemplated hereby and Security Interest under the Uniform Commercial Code or other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender .
(c) The Agent is hereby authorized to execute and file one or more financing or continuation statements or amendments thereto on behalf of the Borrower. The Agent will give the Borrower notice of the filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) The Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate in any manner the Agent shall request to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the existence of the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower the Borrowers shall at all times be valid, perfected and enforceable against each Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral (i) shall not be at any time be subject to any Liens that are prior to, or on parity with or junior to the Security InterestInterest and (ii) except as permitted by SECTIONS 11.9(A), (B), (E), (F) and (G), shall not at any time be subject to any other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower The Borrowers shall, at its their sole cost and expense, take all action that may be necessary or desirable, or that Lender the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 7.2(A), or to enable Lender the Administrative Agent and the Lenders to exercise or enforce its their rights hereunder., including:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees', bailees', warehousemen's or processors' releases, subordinations or waivers (except as to premises reflected in the request Rent Reserve), and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the Administrative Agent, for the benefit of Lenderthe Secured Parties, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Administrative Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Administrative Agent may specify, any and all Chattel Paper, Instruments, letters and advices of guaranty and Documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Administrative Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other Applicable Law.
(c) The Administrative Agent is hereby authorized to perfect and continue the perfection of file one or better perfect Lender’s Liens more financing or continuation statements or amendments thereto in the Collateral (whether now owned or hereafter arising or acquiredname of a Borrower for any purpose described in SECTION 7.2(B), and in order to consummate fully all . The Administrative Agent will give the Borrowers notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Each Borrower shall ▇▇▇▇ its books and records as directed by Lender the Administrative Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (American Tire Distributors Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by each Borrower shall at all times be valid, perfected and enforceable against such Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP Order.
(b) Liens. Each Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce their rights hereunder, including, but not limited to: paying all taxes, assessments and other claims lawfully levied or assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens, obtaining, after the Agreement Date, landlords' and mortgagees' releases, subordinations or waivers (except as to premises reflected in the Rent Reserve), and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers, delivering to the Agent, for the benefit of the Lenders, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, executing and delivering pledges, designations, hypothecations, notices, acknowledgments and assignments in each case in form and substance satisfactory to the Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law, and executing and delivering, and causing each depository institution in which each Borrower maintains deposits of Collateral or proceeds thereof to execute and deliver, such Control Agreements, Lockbox Agreements and other instruments, documents and agreements as the Agent may in its discretion require to comply with the requirements of Sections 7.2(a) and 8.1(a). Each Borrower shall at its sole cost and expense comply with the terms and provisions of each Mortgage to which it is party and take all actions that may be necessary or desirable, or that the Agent may request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Real Estate in conformity with the requirements of Section 7.2(a) and of the Mortgages or to enable the Agent to exercise or enforce its rights hereunder.
(c) Borrower covenants and agrees with Lender that from and after the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, in form and substance satisfactory to Lender, to perfect and continue the perfection of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all of the transactions contemplated hereby hereunder and under the other Loan DocumentsMortgages. To Immediately upon acquiring, after the maximum extent permitted Effective Date, title to any Real Estate having a purchase price or market value in excess of $100,000, the applicable Borrower shall deliver to the Agent a mortgage substantially in the form of the Mortgage or Mortgages theretofore entered into by Applicable Lawthe Borrowers, Borrower authorizes Lender together with, if requested by the Required Lenders, a title insurance policy insuring the Agent's interest in such Real Estate in an amount equal to execute any not less than the purchase price thereof together with an environmental review of such Additional Documents in Borrower’s name and authorizes Lender Real Estate covering such matters as the Required Lenders may reasonably request, which review shall be satisfactory to the Required Lenders. The Agent is hereby authorized to file such executed Additional Documents one or more financing or continuation statements or amendments thereto in the name of any appropriate filing office. Borrower authorizes Lender to transmitfor any purpose described in Section 7.2(b), communicate orincluding, without being limited to, financing statements that indicate the collateral (i) as applicable, file any financing statement under "all assets" of the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” applicable debtor or words of similar effect or (ii) as being of equal or lesser scope, or with greater or lesser detail, than as set forth in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and or any Security Document. Each Borrower also hereby ratifies its authorization for the other Loan Documents without signature. Borrower hereby ratifiesAgent, for the benefit of the Lenders, to the extent necessary, Lender’s authorization to file a have filed in any jurisdiction any like financing statement statements or amendments thereto if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge The Agent will give the relevant Borrower notice of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional any such statements or amendments, which notice shall specify the locations where such statements or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) were filed. Each Borrower shall ▇m▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender . The Borrowers' Representative shall promptly notify the Agent in writing if at any time after the Effective Date any Borrower shall hold or acquire a commercial tort claim in an amount in excess of $500,000 against any third party and, upon the request of the Required Lenders, the applicable Borrower agrees to promptly enter into an amendment to this Agreement and do such other acts or things deemed appropriate by the Required Lenders in order to grant to the Agent, for the benefit of the Lenders, a security interest in such commercial tort claim and to ensure that such security interest is perfected and subject to no other Lien; provided, that so long as no Default or Event of Default exists, the Borrowers shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession comply with the requirements of any of this subsection. COLLATERAL COVENANTS Until the Collateral) in order to validate or perfect Revolving Credit Facility has been terminated and all the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to Secured Obligations have been filed or recorded at paid in full, unless the time and on Required Lenders shall otherwise consent in the date of entry of the DIP Order. Lender may, manner provided in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.Section 15.11:
Appears in 1 contract
Sources: Loan and Security Agreement (Collins Industries Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower each Obligor shall at all times be valid, perfected and enforceable against Borrower each Obligor and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower Each Obligor shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 7.2(A), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder.
, including: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords' and mortgagees' agreements, releases, subordinations or waivers, and consents and sublicense agreements from licensors of Proprietary Rights to such Obligor (iii) delivering to the request Agent, for the benefit of Lenderthe Secured Creditors, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of any Obligor for any purpose described in SECTION 7.2(B), and in order to consummate fully all . The Agent will give the Borrowers' Agent notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower Each Obligor shall ▇▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that the Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), SECTION 6.2(a) or to enable the Lender to exercise or enforce its rights hereunder.
, including, but not limited to: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees' or mechanics' releases, subordinations or waivers, (iii) delivering to the request of Lender, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Lender may specify, and deliver to Lenderstamping or marking in such manner as the Lender may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, mortgages, designations, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to the Lender, relating to perfect and continue the perfection creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.
(c) The Lender is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in SECTION 6.2(b). A carbon, photographic or other reproduction of this Agreement or of any of the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Security Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file or of any financing statement under the UCC, record, in-lieu filed in connection with this Agreement is sufficient as a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed permitted by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentapplicable law.
(d) The Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ mark its books and records as directed by Lender and as recor▇▇ ▇s may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Airport Systems International Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower each Obligor shall at all times be valid, perfected and enforceable against Borrower each Obligor and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower Each Obligor shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder.
, including: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon Collateral Access Agreements and consents and sublicense agreements from licensors of Proprietary Rights to such Obligor, (iii) delivering to the request Agent, for the benefit of Lenderthe Secured Creditors, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iiii) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of any Obligor for any purpose described in Section 7.2(b), and in order to consummate fully all . The Agent will give the Borrowers' Agent notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower Each Obligor shall ▇▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Safety Components International Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower and each Guarantor shall at all times be valid, perfected and enforceable against Borrower and each Guarantor and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower and each Guarantor shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank priority of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), 6.2(a) or to enable Lender to exercise or enforce its rights hereunder.
, including, but not limited to: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon the request of obtaining and delivering to Lender such landlords waivers, mortgagees waivers or mechanics lien waivers, or subordinations, in form satisfactory to Lender, Borrower shall execute (or cause to be executediii) and deliver delivering to Lender, endorsed or accompanied by such instruments of assignment as Lender may specify, and stamping or marking in such manner as Lender may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to Lender, relating to perfect and continue the perfection creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.
(c) Lender is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned name of Borrower or hereafter arising such Guarantor for any purpose described in Section 6.3(b). A carbon, photographic or acquired), and in order to consummate fully all other reproduction of this Agreement or of any of the transactions contemplated hereby and under the other Loan DocumentsSecurity Documents or of any. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu filed in connection with this Agreement is sufficient as a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed permitted by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentapplicable law.
(d) Borrower and each Guarantor shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower the Borrowers shall at all times be a valid, perfected and perfected, first-priority, enforceable Security Interest against Borrower the Borrowers and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower The Borrowers shall, at its their sole cost and expense, take all action that may be necessary or desirable, or that the Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of this Section 3.2(a), 6.02(b) or to enable the Lender to exercise or enforce its rights hereunder.
, including, but not limited to: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees' or mechanics' releases, subordinations or waivers, (iii) delivering to the request of Lender, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Lender may specify, and deliver to Lenderstamping or marking in such manner as the Lender may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, original financing statements in lieu of continuation statementsledgers, fixture filingsdesignations, security agreementshypothecations, pledges, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to the Lender, relating to perfect and continue the perfection creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.
(c) The Lender is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrowers for any purpose described in Section 6.02(b). A carbon, photographic or other reproduction of this Agreement or of any of the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Security Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file or of any financing statement under the UCC, record, in-lieu filed in connection with this Agreement is sufficient as a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed permitted by Lender prior to the Agreement Dateapplicable law. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.78369 45
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in Upon the UCC, after the date hereof against any third party and, upon specific request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower Borrowers shall ▇▇▇▇ its their books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by each Borrower shall at all times be valid, perfected and enforceable against such Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Each Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., and to obtain the full benefits of this Agreement including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and after other claims constitute Permitted Liens, or are being contested in good faith in appropriate proceedings and have been adequately reserved for in such Borrower's financial statements,
(ii) using all reasonable efforts to obtain the Agreement Date Waivers and until Consents and any other Lien releases, subordinations or waivers, including, without limitation, any mechanic's lien releases, if required pursuant to the Termination Dateterms hereof,
(iii) delivering to the Agent, at any time upon for the request benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all Chattel Paper, Instruments, Supporting Obligations and Documents evidencing or forming a part of the Collateral,
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsControl Agreements, endorsements of certificates of titledesignations, hypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, to perfect and continue the perfection of validity, perfection, maintenance or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all continuation of the transactions contemplated hereby and Security Interest under the UCC or other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender ; and
(v) using its best efforts to execute any such Additional Documents in Borrower’s name secure all consents and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem approvals necessary or desirable in order appropriate for the assignment to perfect or for the benefit of Agent of any security interest granted License or Contract held by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower
(c) Each Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ mark its books and records as directed by Lender the Agent and as may be necessary or appropriate appropr▇▇▇▇ to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(fd) Lender shall not be required The Borrowers hereby collectively authorize the Agent to, at any time and from time to time, pursuant to the provisions of this Agreement and the other Loan Documents, file in any UCC-1 filing office financing statements, mortgages continuation statements and amendments thereto that (i) identify the Collateral (A) as all assets of the Borrowers or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of the UCC, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other documentinformation required by part 5 of Article 9 of the Code of the State of North Carolina or other applicable jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Borrower is an organization, the type of organization and any organization identification number issued to such Borrower, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Borrower agrees to furnish any such information to the Agent promptly upon request. Each Borrower also agrees that any such financing statements, continuation statements or amendments may be signed by Agent on behalf of the Borrower, as provided in this Agreement and the other Loan Documents, and ratifies its authorization for the Agent to have filed in any jurisdiction, any like initial financing statements or amendments thereto if filed prior to the date hereof.
(e) Borrowers shall at any time and from time to time, take such steps as Agent requests for Agent (i) to obtain a Waiver and Consent, in form and substance satisfactory to Agent, from any other action (including bailee or warehouseman having possession of any of the CollateralCollateral that the bailee or warehouseman holds such Collateral for Agent, (ii) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights, electronic Chattel Paper, or transferable records (as such terms are defined under the UCC and as "transferable records" is defined in order the Uniform Electronic Transactions Act), pursuant to validate a Control Agreement or perfect such other agreements establishing control, in form and substance satisfactory to Agent, (iii) to enter into a tri-party agreement with the liens issuer and/or confirmation bank with respect to any Letter-of Credit Rights that such Borrower has acquired, and thereby directing all payments under such Letter-of Credit Rights to the Collection Account, (iv) to promptly notify Agent, in a writing signed by Borrower, of any commercial tort claim (as defined under the UCC) acquired by it and unless otherwise consented by Agent, to enter into a supplement to this Agreement, granting to Agent a Lien in such commercial tort claim and in the proceeds thereof, and (v) otherwise to ensure the continued perfection and priority of Agent's security interests granted to Lender hereunder or under interest in any of the other Loan Documents, as all such Liens Collateral and security interests of the preservation of its rights therein.
(f) Nothing contained in this Section 7.3 shall be deemed automatically perfected as construed to narrow the scope of Agent's security interest in any of the date Collateral or the perfection or priority thereof or to impair or otherwise limit any of the DIP Order. If rights, powers, privileges or remedies of Agent or any other Lender shall, in its discretion, choose hereunder except as (and then only to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on extent) mandated by the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organizedUCC.
Appears in 1 contract
Sources: Loan and Security Agreement (Tropical Sportswear International Corp)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower the Borrowers shall at all times be valid, perfected and enforceable against each Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower The Borrowers shall, at its their sole cost and expense, take all action that may be necessary or desirable, or that Lender the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 7.2(A), or to enable Lender the Administrative Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees', bailees', warehousemen's or processors' releases, subordinations or waivers (except as to premises reflected in the request Rent Reserve), and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the Administrative Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Administrative Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Administrative Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Administrative Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other Applicable Law.
(c) The Administrative Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of a Borrower for any purpose described in SECTION 7.2(B), and in order to consummate fully all . The Administrative Agent will give the Borrowers notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Each Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender the Administrative Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Heafner Tire Group Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower the Borrowers shall at all times be valid, perfected and enforceable against each Borrower and all third parties in accordance with the 72 80 terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower The Borrowers shall, at its their sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees', bailees', warehousemen's or processors' releases, subordinations or waivers (except as to premises reflected in the request Rent Reserve), and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other Applicable Law.
(c) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of a Borrower for any purpose described in SECTION 7.2(b), and in order to consummate fully all . The Agent will give the Borrowers notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Each Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by each Borrower shall at all times be valid, perfected and enforceable against such Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Each Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), 7.2(a) or to enable Lender the Administrative Agent to exercise or enforce its rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees' or mechanics' releases, subordinations or waivers,
(iii) delivering to the request Administrative Agent, endorsed or accompanied by such instruments of Lenderassignment as the Administrative Agent may specify, Borrower shall execute (and stamping or cause to be executed) and deliver to Lendermarking in such manner as the Administrative Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to Lenderthe Administrative Agent, relating to perfect and continue the perfection creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other Applicable Law.
(c) The Administrative Agent is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrowers (or any of them) for any purpose described in Section 7.2(b). A carbon, photographic or other reproduction of this Agreement or of any of the other Loan Documents. To Security Documents or of any financing statement filed in connection with this Agreement is sufficient as a financing statement to the maximum fullest extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claimIf and to the extent specifically requested by the Administrative Agent, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) each Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that the Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), 6.2(a) or to enable the Lender to exercise or enforce its rights hereunder.
, including, but not limited to: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees' or mechanics' releases, subordinations or waivers, (iii) delivering to the request of Lender, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Lender may specify, and deliver to Lenderstamping or marking in such manner as the Lender may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to the Lender, relating to perfect and continue the perfection creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.
(c) The Lender is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in Section 6.2(b). A carbon, photographic or other reproduction of this Agreement or of any of the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Security Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file or of any financing statement under the UCC, record, in-lieu filed in connection with this Agreement is sufficient as a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed permitted by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentapplicable law.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) The Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a1) The Security Interest granted by Borrower the Borrowers shall at all times be valid, perfected and enforceable against each and every Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b2) No Borrower shall be required to file a collateral assignment in the Patent and Trademark Office for any Intellectual Property other than Material Intellectual Property.
(3) The Borrowers shall, at its sole their cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(c1) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(2) obtaining, after the Agreement Date and until the Termination Effective Date, at any time upon additional or new landlords' and mortgagees' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(3) delivering to the request Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(4) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(4) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of any Borrower for any purpose described in Section 7.2(c), and in order to consummate fully all . The Agent will give the Borrowers notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d5) Each Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ mark its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the ▇▇▇ Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 8.2(A), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords' and mortgagees' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the request Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in SECTION 8.2(B). The Agent will give the other Loan Documents. To Borrower notice of the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) The Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.86
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by each Borrower (or Trust) shall at all times be valid, perfected and enforceable against each Borrower (or Trust) and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Each Borrower (or Trust) shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords' and mortgagees' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the request Agent, for the benefit of Lender, Borrower shall execute (or cause to be executed) and deliver to Lenderthe Secured Parties, any and all Chattel Paper, marked as the "chattel paper original", as well as the original of any letter of credit supporting the obligations evidenced by such Chattel Paper,
(iv) delivering to the Agent, for the benefit of the Secured Parties, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(v) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreementsMortgage Supplements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Agent is hereby authorized to perfect file one or more financing or continuation statements or amendments thereto and continue Airframe and Engine Mortgages and Mortgage Supplements without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned name of any Borrower or hereafter arising or acquiredTrust for any purpose described in SECTION 7.2(b), and in order to consummate fully all . The Agent will give the Borrowers notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Each Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Kellstrom Industries Inc)
Continued Priority of Security Interest. (a1) The Security Interest granted by Borrower the Borrowers shall at all times be valid, perfected and enforceable against each and every Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b2) No Borrower shall be required to file a collateral assignment in the Patent and Trademark Office for any Intellectual Property other than Material Intellectual Property.
(3) The Borrowers shall, at its sole their cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(c1) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(2) obtaining, after the Agreement Date and until the Termination Effective Date, at any time upon additional or new landlords' and mortgagees' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(3) delivering to the request Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(4) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(4) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of any Borrower for any purpose described in Section 7.2(c), and in order to consummate fully all . The Agent will give the Borrowers notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d5) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Each Borrower shall ▇▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a8.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees', bailees', warehousemen's or processors' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the request Agent endorsed or accompanied by such instruments of Lenderassignment as the Agent may specify, Borrower shall execute (and stamping or cause to be executed) and deliver to Lendermarking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other Applicable Law.
(c) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in Section 8.2(b). The Agent will give the other Loan Documents. To Borrower notice of the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) The Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ mark its books and records as directed by Lender and as may a▇ ▇▇y be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Synthetic Industries Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by each Borrower shall at all times be valid, perfected and enforceable against each Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Each Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords' and mortgagees' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the request Agent, for the benefit of Lender, Borrower shall execute (or cause to be executed) and deliver to Lenderthe Secured Parties, any and all Chattel Paper, marked as the "chattel paper original", as well as the original of any letter of credit supporting the obligations evidenced by such Chattel Paper,
(iv) delivering to the Agent, for the benefit of the Secured Parties, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(v) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreementsMortgage Supplements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Agent is hereby authorized to perfect file one or more financing or continuation statements or amendments thereto and continue Engine Mortgages and Mortgage Supplements without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of any Borrower for any purpose described in Section 7.2(b), and in order to consummate fully all . The Agent will give the Borrowers notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Each Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (American Aircarriers Support Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by each Borrower shall at all times be valid, perfected and enforceable against such Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and neither the Collateral nor the Real Estate shall not be at any time be subject to any Liens that are prior toto the Security Interest or, or other than Permitted Liens and Liens permitted by SECTIONS 12.9(ii) AND (iii), on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP Order.
(b) Each Borrower shall, at its sole cost and expense, take all action that may be necessary or desirablenecessary, or that Lender the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral and the Real Estate in conformity with the requirements of Section 3.2(aSECTION 8.2(a), or to enable Lender the Administrative Agent and the Lenders to exercise or enforce its their rights hereunderhereunder (subject to Permitted Liens and Liens permitted by SECTIONS 12.9(ii) AND (iii)), including, but not limited to:
(i) paying all taxes, assessments and other claims lawfully levied or assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens,
(ii) using all reasonable efforts to obtain, after the Agreement Date, landlords', mortgagees', bailees', warehousemen's or processors' and mechanics' releases, subordinations or waivers.
(ciii) Borrower covenants delivering to the Administrative Agent, for the benefit of the Lenders, endorsed or accompanied by such instruments of assignment as the Administrative Agent may reasonably specify, and agrees with Lender that from and after stamping or marking, in such manner as the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to LenderAdministrative Agent may reasonably specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral,
(iv) delivering to the Administrative Agent, for the benefit of the Lenders, a description of the facts forming the basis for any commercial tort claim of any Loan Party, promptly upon the occurrence thereof, together with such confirmation of the Security Interest therein as the Administrative Agent may reasonably request, and
(v) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Administrative Agent in its reasonable judgment relating to the creation, to perfect and continue the perfection of validity, perfection, maintenance or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all continuation of the transactions contemplated hereby and Security Interest under the UCC or other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(dc) Borrower shall promptly notify Lender in writing upon incurring The Administrative Agent is hereby authorized to file one or otherwise obtaining a commercial tort claim, as that term is defined more financing or continuation statements or amendments thereto in the UCC, after the date hereof against name of a Borrower for any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest purpose described in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.SECTION 8.2
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest Subject to the existence of any enforceable Third Party Liens, the security interest granted by Borrower herein shall at all times be valid, perfected and of first priority and enforceable against Borrower Debtor and all third parties other Persons, in accordance with the terms of this Agreement, as security for the Obligations, and the Collateral shall not be at any time subject to any Liens that are prior to, or on parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP Order.
(b) Borrower Debtor shall, at its sole cost and expense, take all action actions that may be necessary or desirable, or that Lender Secured Party may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank priority of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a3(a), or to enable Lender Secured Party to exercise or enforce its rights hereunder., including without limitation:
(c1) Borrower covenants Paying all taxes, assessments and agrees other claims lawfully levied or assessed on any of the Collateral;
(2) Obtaining landlords', mortgages', mechanics', bailees', warehousemen's or processors' releases, subordinations or waivers with Lender that from and after respect to any or all of the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretionCollateral, in form and substance satisfactory to LenderSecured Party; and
(3) Executing and delivering financing statements, pledges, designations, hypothecations, notices and assignments, in each case in form and substance satisfactory to perfect Secured Party, relating to the creation, validity, perfection, priority or continuation of the Security Interest under the Uniform Commercial Code.
(c) Secured Party is hereby authorized to execute, file and continue the perfection of record in all necessary and appropriate jurisdictions (as determined by Secured Party) one or better perfect Lender’s Liens more financing or continuation statements (or any other document or instrument referred to in Section 3(b)(3) above) in the Collateral (whether now owned or hereafter arising or acquired), name of Debtor and in order to consummate fully all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s sign Debtor's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentthereto.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower The Debtor shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Development and Loan Agreement (River Rock Entertainment Authority)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower the Borrowers shall at all times be valid, perfected and enforceable against each Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower The Borrowers shall, at its their sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 8.2(A), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) making all reasonable efforts to obtain, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees', bailees', warehousemen's or processors' releases, subordinations or waivers, and mechanics' releases, subordinations or waivers,
(iii) delivering to the request Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of a Borrower for any purpose described in SECTION 8.2(B), and in order to consummate fully all . The Agent will give the Borrowers notice of the transactions contemplated hereby and under filing of any such statements or amendments, which notice shall specify the locations where such statements or amendments were filed. A carbon, photographic, xerographic or other Loan Documents. To reproduction of this Agreement or of any of the maximum Security Documents or of any financing statement filed in connection with this Agreement is sufficient as a financing statement to the extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Each Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and enforceable against Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower shall, at its their sole cost and expense, take all action that may be necessary or desirable, or that the Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), 6.2(a) or to enable the Lender to exercise or enforce its rights hereunder.
, including, but not limited to: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon mechanics' releases, subordinations or waivers, (iii) delivering to the request of Lender, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Lender may specify, and deliver to Lenderstamping or marking in such manner as the Lender may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to the Lender, relating to perfect the creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.
(c) The Lender is hereby (i) irrevocably designated, made, constituted and continue appointed (as well as all Persons designated by the perfection Lender from time to time) as Borrower's true and lawful attorney and agent in fact, for the purpose of executing Financing Statements and any continuation statements or amendments thereto, on behalf of Borrower for the purpose of perfecting the security interests granted herein; and (ii) authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned name of Borrower for any purpose described in Section 6.2(b). A carbon, photographic or hereafter arising other reproduction of this Agreement or acquired), and in order to consummate fully all of any of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Security Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file or of any financing statement under the UCC, record, in-lieu filed in connection with this Agreement is sufficient as a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed permitted by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentapplicable law.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Centennial Specialty Foods Corp)
Continued Priority of Security Interest. (a) The Security Interest granted by each Borrower shall at all times be valid, perfected and enforceable against such Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Each Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), SECTION 8.2(A) or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder.
, including, but not limited to: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees' or mechanics' releases, subordinations or waivers, (iii) delivering to the request Agent, endorsed or accompanied by such instruments of Lenderassignment as the Agent may specify, Borrower shall execute (and stamping or cause to be executed) and deliver to Lendermarking in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to Lenderthe Agent, relating to perfect and continue the perfection creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.
(c) The Agent is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrowers for any purpose described in SECTION 8.2(B). A carbon, photographic or other reproduction of this Agreement or of any of the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Security Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file or of any financing statement under the UCC, record, in-lieu filed in connection with this Agreement is sufficient as a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed permitted by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentapplicable law.
(d) Each Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ mark its books and records as directed by Lender and as may be necessary or appropriate to evidenceevide▇▇▇, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Supreme International Corp)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and enforceable against Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a9.2(a), or to enable Lender Agent and the other Credit Parties to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and after the Agreement Date and until the Termination Dateother claims constitute Permitted Liens;
(ii) using its best efforts to obtain, at any time upon after the request Agreement Date, landlords', bailee's, mortgagees' and mechanic's and materialmen's releases, subordinations or waivers;
(iii) delivering to Agent, for the benefit of Lenderthe Credit Parties, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as Agent may specify, and deliver to Lenderstamping or marking, in such manner as Agent may specify, any and all financing statementschattel paper, original financing statements instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral; and
(iv) executing and delivering any additional Security Documents, notices and assignments in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to LenderAgent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other Applicable Law.
(c) Agent is hereby irrevocably authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned name of Borrower for any purpose described in Section 9.2(b). A carbon, photographic, xerographic or hereafter arising other reproduction of this Agreement or acquired), and in order to consummate fully all of any of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Security Documents filed in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, connection with this Agreement is sufficient as applicable, file any financing statement under the UCC, record, in-lieu a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(fe) Lender shall not be required to file any UCC-1 financing statementsOn or after the Termination Date and upon full and final, mortgages or any other document, or take any other action (including possession indefeasible payment of any all of the Collateral) in order to validate or perfect the liens Secured Obligations and security interests granted to Lender hereunder or under any termination of all of the obligations of Agent, L/C Issuer and any Lender under this Agreement and all other Loan Documents, as all Agent shall, upon the written request of and at the sole expense of Borrower, execute such Liens releases and security interests shall be deemed automatically perfected as terminations of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Security Interest as Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organizedmay reasonably request.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower the Borrowers shall at all times be valid, perfected and enforceable against each Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral (i) except as permitted by Section 7.2, shall not be at any time be subject to any Liens that are prior to, or on parity with or junior to the Security InterestInterest and (ii) except as permitted by Section 7.2, shall not at any time be subject to any other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower The Borrowers shall, at its their sole cost and expense, take all action that may be necessary or desirable, or that Lender the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(asubsection 9.1(a), or to enable Lender the Administrative Agent and the Lenders to exercise or enforce its their rights hereunder, including:
(i) paying all taxes, assessments and other claims lawfully levied or assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Closing Date, landlords’, mortgagees’, bailees’, warehousemen’s or processors’ releases, subordinations or waivers (except as to premises reflected in the Rent Reserve or other adjustments to the Borrowing Base), and using all reasonable efforts to obtain mechanics’ releases, subordinations or waivers,
(iii) if requested by Administrative Agent and if any amounts payable under or in connection with any of the Collateral having a face value in excess of $1,000,000 in the aggregate at any time outstanding shall be or become evidenced by an Instrument or Chattel Paper, delivering to the Administrative Agent, for the benefit of the Secured Parties, such Instruments or Chattel Paper, endorsed or accompanied by such instruments of assignment as the Administrative Agent may specify, and
(iv) executing and delivering financing statements, pledges, designations, hypothecations, notices and assignments in each case in form and substance reasonably satisfactory to the Administrative Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.
(c) Borrower covenants and agrees with Lender that from and after the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (The Administrative Agent is hereby authorized to file one or cause to be executed) and deliver to Lender, any and all more financing statements, original financing or continuation statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, in form and substance satisfactory to Lender, to perfect and continue the perfection of or better perfect Lender’s Liens amendments thereto in the Collateral (whether now owned or hereafter arising or acquiredname of a Borrower for any purpose described in subsection 9.2(b), and in order to consummate fully all . The Administrative Agent will give the Borrowers notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Agreements or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claimAt the Administrative Agent’s request, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) each Borrower shall ▇▇▇▇ its books and records as directed by Lender the Administrative Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Texas Market Tire, Inc.)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and enforceable against Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., and to obtain the full benefits of this Agreement including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and after other claims constitute Permitted Liens, subject to Borrower's rights set forth in SECTION 9.6 hereof,
(ii) using all reasonable efforts to obtain the Agreement Date Waivers and until Consents and any other Lien releases, subordinations or waivers, including, without limitation, any mechanic's lien releases, if required pursuant to the Termination Dateterms hereof and subject to Borrower's rights set forth in SECTION 9.6 hereof,
(iii) delivering to the Agent, at any time upon for the request benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all Chattel Paper, Instruments, Supporting Obligations and Documents evidencing or forming a part of the Collateral,
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments requested by and in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law; and
(v) using its best efforts to perfect secure all consents and continue approvals necessary or appropriate for the perfection assignment to or for the benefit of Agent of any material license or Contract held by Borrower
(c) The Agent is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquiredname of Borrower for any purpose described in SECTION 7.2(B), and including, without limitation, any such financing or continuation statements as Agent deems necessary in its sole discretion in order to consummate fully all comply with the Uniform Commercial Code. The Agent will give the Borrower notice of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security InterestInterest if required under GAAP.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Loehmanns Holdings Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 8.2(A), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords' and mortgagees' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the request Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in SECTION 8.2(B). The Agent will give the other Loan Documents. To Borrower notice of the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) The Borrower shall ▇▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and of first priority and enforceable against Borrower the Debtor and all third parties other Persons, in accordance with the terms of this Security Agreement, as security for the Obligations, and the Collateral shall not be at any time subject to any Liens that are prior to, or on parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP Order.
(b) Borrower The Debtor shall, at its sole cost and expense, take all action that may be necessary or desirable, or that the Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank priority of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a3(a), or to enable the Lender to exercise or enforce its rights hereunder.hereunder including, without limitation:
(ci) Borrower covenants Paying all taxes, assessments and agrees other claims lawfully levied or assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens;
(ii) Obtaining landlords', mortgagees', mechanics', bailees', warehousemen's or processors' releases, subordinations or waivers with Lender that from respect to any or all of the Collateral, in form and after substance reasonably satisfactory to the Agreement Date and until Lender;
(iii) Delivering to the Termination Date, at any time upon the request of Lender, Borrower shall execute (endorsed or cause to be executed) and deliver to Lenderaccompanied by such instruments of assignment as the Lender may specify, any and all financing statementschattel paper, original financing statements in lieu instruments, letters of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, credit and all other advices of guaranty and documents evidencing or forming a part of the Collateral;
(iv) At the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request of the Lender, marking conspicuously each document included in the Collateral and marking all chattel paper and each of its discretionrecords pertaining to the Collateral, with a legend, in form and substance satisfactory to the Lender, indicating that such document, chattel paper, or Collateral is subject to perfect the Security Interest; and
(v) Executing and continue delivering financing statements, pledges, designations, hypothecations, notices and assignments, in each case in form and substance satisfactory to the perfection Lender, relating to the creation, validity, perfection, priority or continuation of the Security Interest under the Uniform Commercial Code or better perfect other Applicable Law.
(c) The Lender is hereby authorized to execute and file in all necessary and appropriate jurisdictions (as determined by the Lender’s Liens ) one or more financing or continuation statements (or any other document or instrument referred to in Section 3(b)(v) above) in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby Debtor and under to sign the other Loan DocumentsDebtor's name thereto. To The Debtor authorizes the maximum Lender to file any such financing statement, document or instrument without the signature of the Debtor to the extent permitted by Applicable Law. Further, to the extent permitted by Applicable Law, Borrower authorizes Lender to execute a carbon, photographic, xerographic or other reproduction of this Security Agreement or of any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, Financing Statement is sufficient as applicable, file any financing statement under the UCC, record, in-lieu a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, and, except with respect to any items or type of Collateral as to which the Agent shall have waived in writing the requirement that the Security Interest be perfected, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the . The Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 6.2(A), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender that from and after the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (other claims lawfully levied or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, in form and substance satisfactory to Lender, to perfect and continue the perfection of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens,
(ii) in order within a reasonable time after being requested to validate do so, obtaining, after the Agreement Date, landlords', mortgagees', bailees', warehousemen's or perfect processors' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the liens and security interests granted to Lender hereunder or under any Agent within five Business Days after request, for the benefit of the other Loan DocumentsLenders, endorsed or accompanied by such instruments of assignment as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shallAgent may specify, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.and
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), SECTION 7.2(A) or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder.
, including, but not limited to: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees' or mechanics' releases, subordinations or waivers, (iii) delivering to the request Agent, endorsed or accompanied by such instruments of Lenderassignment as the Agent may specify, Borrower shall execute (and stamping or cause to be executed) and deliver to Lendermarking in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to Lenderthe Agent, relating to perfect and continue the perfection creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.
(c) The Agent is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in SECTION 7.2(B). A carbon, photographic or other reproduction of this Agreement or of any of the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Security Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file or of any financing statement under the UCC, record, in-lieu filed in connection with this Agreement is sufficient as a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed permitted by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentapplicable law.
(d) The Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ mark its books and records as directed by Lender and as may be necessary or appropriate to evidenceevi▇▇▇▇e, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Supreme International Corp)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and enforceable against Borrower and all third parties in accordance with the terms of this Agreement, as security for the Obligations, and the Collateral shall not be at any time subject to any Liens that are prior to, or on parity with or junior to the Security Interest, other than Permitted Liens or as may be provided Liens. Borrower represents and warrants that none of the lenders holding a Permitted Lien has a security interest in the DIP OrderCollateral superior in priority to the Lien of Agent granted under this Agreement.
(b) Borrower shall, at its it sole cost and expense, take all action that may be necessary or desirable, or that Lender either Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a)this Article III, or to enable Lender Agent to exercise or enforce its rights hereunder.
(c) Borrower covenants and agrees with Lender that from and after the Agreement Date and until the Termination Date, at subject to Sections 3.3 and 3.4:
(i) In the event that any Collateral, including proceeds, is evidenced by or consists of negotiable collateral (including without limitation letters of credit, Letter-of-credit rights, instruments, promissory notes, draft documents or chattel paper (including electronic and tangible chattel paper)), and if and to the extent that perfection or priority of Agent's security interest is dependent on or enhanced by possession, Borrower, immediately upon the request of Agent, shall endorse and deliver physical possession of such negotiable collateral or chattel paper to Agent;
(ii) Borrower shall take all steps reasonably necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all "transferable records" as defined in each of the Uniform Electronic Transaction Act and the Electronic Signatures in Global and National Commerce Act; and
(iii) if Borrower retains possession of any chattel paper or instruments with Agent's consent, such chattel paper and instruments shall be marked with the following legend: "This writing and the obligations evidenced or secured thereby are subject to the security interest of Textron Financial Corporation, as agent for the benefit of Lenders."
(d) At any time upon the request of LenderAgent, Borrower shall execute (or cause to be executed) and deliver to LenderAgent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “"Additional Documents”") upon which Borrower’s 's signature may be required that Lender Agent may request in its discretionPermitted Discretion, in form and substance satisfactory to LenderAgent, to perfect and continue the perfection of or better perfect Lender’s Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender Agent to execute any such Additional Documents in Borrower’s 's name and authorizes Lender Agent to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender Agent to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “"all personal property of Debtor” " or “"all assets of Debtor” " or words of similar effect in such jurisdictions and in such filing offices as Lender Agent may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s Agent's authorization to file a financing statement statement, if such financing statement has been pre-filed by Lender Agent prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c3.2(d) without Lender’s Agent's prior written consent.
(de) Borrower shall promptly notify Lender Agent in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of LenderAgent, promptly amend Schedule 1 3.2(e) to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender Agent to give Lender Agent a security interest in any such commercial tort claim.
(ef) Borrower shall ▇▇▇▇ its books and records as directed by Lender Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Anchor Funding Services, Inc.)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower in Section 6.1 hereof shall at all times be valid, perfected and enforceable against Borrower the Borrower, and each of the Guarantors, and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with with, or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that the Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a6.2(a), or to enable the Lender to exercise or enforce its rights hereunder., including but not limited to:
(c1) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens;
(2) obtaining, after the Agreement Date date of this Agreement, landlords', mortgagees' or mechanics' releases, subordinations or waivers; provided, that the failure to obtain any of the foregoing shall not be deemed a breach of this covenant so long as the Lender is satisfied that the Borrower utilized its best efforts in connection therewith;
(3) executing and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all delivering financing statements, original financing statements in lieu pledges, designations, mortgages, deeds to secure debt, deeds of continuation statements, fixture filingstrust, security agreements, pledgeshypothecations, assignments, endorsements of certificates of title, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Lender relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Lender is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby Borrower and under each of the other Loan DocumentsGuarantors for such purpose. To The Lender will give the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute notice of the filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan Agreement (Corrections Corporation of America)
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be reasonably necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a8.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder, including, but not limited to: (i) paying all taxes, assessments and other claims lawfully levied or assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens, (ii) using all reasonable efforts to obtain landlords', mortgagees' and mechanics' releases, subordinations or waivers, (iii) delivering to the Agent, for the benefit of the Secured Creditors, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, pledges, designations, hypothecations, notices and assignments in each case in form and substance reasonably satisfactory to the Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Laws.
(c) Borrower covenants and agrees with Lender that from and after The Agent is hereby authorized to file one or more financing or continuation statements or amendments thereto without the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, in form and substance satisfactory to Lender, to perfect and continue the perfection of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in Section 8.2(b). The Agent will give the other Loan Documents. To Borrower notice of the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. No representation or warranty is made by the Borrower authorizes Lender to transmitrespecting the accuracy or adequacy of the foregoing. A carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) The Borrower shall ▇▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Ithaca Industries Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 6.2(A), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees' or mechanics' releases, subordinations or waivers,
(iii) delivering to the request Agent, endorsed or accompanied by such instruments of Lenderassignment as the Agent may specify, Borrower shall execute (and stamping or cause to be executed) and deliver to Lendermarking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, mortgages, deeds to secure debt, deeds of trust, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to Lenderthe Agent, relating to perfect and continue the perfection of creation, validity, perfection, maintenance or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all continuation of the transactions contemplated hereby and Security Interest under the Uniform Commercial Code or other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(dc) Borrower shall promptly notify Lender in writing upon incurring The Agent is hereby authorized to file one or otherwise obtaining a commercial tort claim, as that term is defined more financing or continuation statements or amendments thereto without the signature of or in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any name of the Collateral) Borrower for any purpose contemplated in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organizedthis SECTION 6.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Synthetic Industries Inc)
Continued Priority of Security Interest. (a) The Security Interest security interest granted by Borrower each Credit Party shall at all times be valid, perfected and enforceable against Borrower such Credit Party and all third parties in accordance with the terms of this Agreement, as security for the Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP Order.
(b) Borrower Each Credit Party shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest security interest in the Collateral in conformity with the requirements of Section 3.2(a11.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder.
, and to obtain the full benefits of this Agreement including, but not limited to: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and after other claims constitute Permitted Liens, or are being contested in good faith in appropriate proceedings and have been adequately reserved for in the Agreement Date Financial Statements; (ii) using all reasonable efforts to obtain mechanics’ releases, subordinations or waivers and until obtaining any landlords’, bailees’, warehousemen’ and mortgagees’ releases, subordinations or waivers, if required pursuant to the Termination Dateterms hereof; (iii) delivering to the Agent, at any time upon for the request benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all Chattel Paper, Instruments, and Documents evidencing or forming a part of the Collateral; (iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, to perfect and continue the perfection of validity, perfection, maintenance or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all continuation of the transactions contemplated hereby and security interest under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement Code or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party applicable law; and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be reasonably necessary or desirable, or that the Collateral Agent or the Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a8.2(a), or to enable Lender the Collateral Agent and the Lenders to exercise or enforce its their rights hereunder, including, but not limited to: (i) paying all taxes, assessments and other claims lawfully levied or assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens, (ii) using all reasonable efforts to obtain landlords', mortgagees' and mechanics' releases, subordinations or waivers, (iii) delivering to the Collateral Agent, for the benefit of the Secured Creditors, endorsed or accompanied by such instruments of assignment as the Collateral Agent may specify, and stamping or marking, in such manner as the Collateral Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing and delivering financing statements, pledges, designations, hypothecations, notices and assignments in each case in form and substance reasonably satisfactory to the Collateral Agent and the Lenders relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Laws.
(c) Borrower covenants and agrees with Lender that from and after The Collateral Agent is hereby authorized to file one or more financing or continuation statements or amendments thereto without the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, in form and substance satisfactory to Lender, to perfect and continue the perfection of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in Section 8.2(b). The Collateral Agent will give the other Loan Documents. To Borrower notice of the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. No representation or warranty is made by the Borrower authorizes Lender to transmitrespecting the accuracy or adequacy of the foregoing. A carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) The Borrower shall ▇▇▇▇ its books and records as directed by Lender the Collateral Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Ithaca Industries Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and of first priority (subject only to Permitted Liens) and enforceable against Borrower the Guarantor and all third parties other Persons, in accordance with the terms of this Agreement, as security for all of the Obligations, obligations of the Guarantor to the Lender under this Agreement and the Collateral shall not be at any time subject to any Liens that are prior to, or on parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderGuaranty.
(b) Borrower The Guarantor shall, at its sole cost and expense, take all action that may be necessary or desirable, or that the Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank priority of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a3(a), or to enable the Lender to exercise or enforce its rights hereunder.hereunder including, without limitation:
(ci) Borrower covenants Paying all taxes, assessments and agrees other claims lawfully levied or assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens;
(ii) Obtaining landlords', mortgagees', mechanics', bailees', warehousemen's or processors' releases, subordinations or waivers with Lender that from and after respect to any or all of the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretionCollateral, in form and substance satisfactory to the Lender;
(iii) Delivering to the Lender, endorsed or accompanied by such instruments of assignment as the Lender may specify any and all chattel paper, instruments, letters of credit and all other advice of guaranty and documents evidencing or forming a part of the Collateral;
(iv) At the request of the Lender from time to perfect time, deliver to the Lender complete and continue up- to-date copies of all Collateral comprised of the perfection books, records, files, computer programs, data processing records, information contained on any database maintained by the Guarantor, computer software, documents, correspondence and other information at any time evidencing, describing or pertaining to or in any way related to the business or operations of the Guarantor or better perfect any of its Subsidiaries;
(v) At the request of the Lender’s Liens , marking conspicuously each document included in the Collateral and marking all chattel paper and each of its records pertaining to the Collateral, with a legend, in form and substance satisfactory to the Lender, indicating that such document, chattel paper or Collateral is subject to the Security Interest; and
(whether now owned vi) Executing and delivering financing statements, designations, mortgages, deeds to secure debt, deeds of trust, hypothecations, notices and assignments, in each case in form and substance satisfactory to the Lender, relating to the creation, validity, perfection, priority or hereafter arising or acquired), and in order to consummate fully all continuation of the transactions contemplated hereby and Security Interest under the Uniform Commercial Code or other Loan DocumentsApplicable Law.
(c) The Lender is hereby authorized to execute and file in all necessary and appropriate jurisdictions (as determined by the Lender) one or more financing or continuation statements (or any other document or instrument referred to in Section 3(b)(v) above) in the name of the Guarantor and to sign the Guarantor's name thereto. To The Guarantor authorizes the maximum Lender to file any such financing statement, document or instrument without the signature of the Guarantor to the extent permitted by Applicable Law. Further, to the extent permitted by Applicable Law, Borrower authorizes Lender to execute a carbon, photographic, xerographic or other reproduction of this Agreement or of any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, Financing Statement is sufficient as applicable, file any financing statement under the UCC, record, in-lieu a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Borrower The Guarantor shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇mark ▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its their financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Credit Agreement (Medirisk Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and enforceable against Borrower and all third parties in accordance with the terms of this Agreement, as security for the Obligations, and the Collateral shall not be at any time subject to any Liens that are prior to, or on parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower shall, at its it sole cost and expense, take all action that may be necessary or desirable, or that either Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a)Article III, or to enable Lender to exercise or enforce its rights hereunder.
(c) Borrower covenants and agrees with Lender that from and after the Agreement Closing Date and until the Termination Datenon-contingent Obligations have been paid in full, at subject to Sections 3.3 and 3.4:
(i) In the event that any Collateral, including proceeds, is evidenced by or consists of negotiable collateral (including without limitation letters of credit, letter-of-credit rights, instruments, promissory notes, draft documents or chattel paper, including electronic and tangible chattel paper), and if and to the extent that perfection or priority of Lender’s security interest is dependent on or enhanced by possession, Borrower, immediately upon the request of Lender, shall endorse and deliver physical possession of such negotiable collateral or chattel paper to Lender;
(ii) Borrower shall take all steps necessary or otherwise reasonably requested by Lender to grant Lender control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transaction Act and the Electronic Signatures in Global and National Commerce Act; and
(iii) if Borrower retains possession of any chattel paper or instruments with Lender’s consent, such chattel paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured thereby are subject to the security interest of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇.”
(d) At any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its sole discretion, in form and substance satisfactory to Lender, to perfect and continue the perfection of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement statement, if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c3.2(d) without Lender’s prior written consent.
(de) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize and hereby authorizes the filing of additional or amendments to existing financing statements and shall do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(ef) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security InterestInterest by appropriate footnote.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (United Development Funding III, LP)
Continued Priority of Security Interest. (a) The Security Interest granted by each Borrower shall at all times be valid, perfected and enforceable against such Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Each Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., and to obtain the full benefits of this Agreement including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and after other claims constitute Permitted Liens, or are being contested in good faith in appropriate proceedings and have been adequately reserved for in such Borrower's financial statements,
(ii) using all reasonable efforts to obtain the Agreement Date Waivers and until Consents and any other Lien releases, subordinations or waivers, including, without limitation, any mechanic's lien releases, if required pursuant to the Termination Dateterms hereof,
(iii) delivering to the Agent, at any time upon for the request benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all Chattel Paper, Instruments, Supporting Obligations and Documents evidencing or forming a part of the Collateral,
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsControl Agreements, endorsements of certificates of titledesignations, hypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, to perfect and continue the perfection of validity, perfection, maintenance or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all continuation of the transactions contemplated hereby and Security Interest under the UCC or other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender ; and
(v) using its best efforts to execute any such Additional Documents in Borrower’s name secure all consents and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem approvals necessary or desirable in order appropriate for the assignment to perfect or for the benefit of Agent of any security interest granted License or Contract held by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.Borrower
(dc) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Each Borrower shall ▇▇▇▇ its books and records as directed by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(fd) Lender shall not be required The Borrowers hereby collectively authorize the Agent to, at any time and from time to time, pursuant to the provisions of this Agreement and the other Loan Documents, file in any UCC-1 filing office financing statements, mortgages continuation statements and amendments thereto that (i) identify the Collateral (A) as all assets of the Borrowers or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of the UCC, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other documentinformation required by part 5 of Article 9 of the Code of the State of North Carolina or other applicable jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Borrower is an organization, the type of organization and any organization identification number issued to such Borrower, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Borrower agrees to furnish any such information to the Agent promptly upon request. Each Borrower also agrees that any such financing statements, continuation statements or amendments may be signed by Agent on behalf of the Borrower, as provided in this Agreement and the other Loan Documents, and ratifies its authorization for the Agent to have filed in any jurisdiction, any like initial financing statements or amendments thereto if filed prior to the date hereof.
(e) Borrowers shall at any time and from time to time, take such steps as Agent requests for Agent (i) to obtain a Waiver and Consent, in form and substance satisfactory to Agent, from any other action (including bailee or warehouseman having possession of any of the CollateralCollateral that the bailee or warehouseman holds such Collateral for Agent, (ii) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights, electronic Chattel Paper, or transferable records (as such terms are defined under the UCC and as "transferable records" is defined in order the Uniform Electronic Transactions Act), pursuant to validate a Control Agreement or perfect such other agreements establishing control, in form and substance satisfactory to Agent, (iii) to enter into a tri-party agreement with the liens issuer and/or confirmation bank with respect to any Letter-of Credit Rights that such Borrower has acquired, and thereby directing all payments under such Letter-of Credit Rights to the Collection Account, (iv) to promptly notify Agent, in a writing signed by Borrower, of any commercial tort claim (as defined under the UCC) acquired by it and unless otherwise consented by Agent, to enter into a supplement to this Agreement, granting to Agent a Lien in such commercial tort claim and in the proceeds thereof, and (v) otherwise to ensure the continued perfection and priority of Agent's security interests granted to Lender hereunder or under interest in any of the other Loan Documents, as all such Liens Collateral and security interests of the preservation of its rights therein.
(f) Nothing contained in this Section 7.3 shall be deemed automatically perfected as construed to narrow the scope of Agent's security interest in any of the date Collateral or the perfection or priority thereof or to impair or otherwise limit any of the DIP Order. If rights, powers, privileges or remedies of Agent or any other Lender shall, in its discretion, choose hereunder except as (and then only to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on extent) mandated by the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organizedUCC.
Appears in 1 contract
Sources: Loan and Security Agreement (Tropical Sportswear International Corp)
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a8.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords' and mortgagees, releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the request Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in Section 8.2(b). The Agent will give the other Loan Documents. To Borrower notice of the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is insufficient as a financing statement.
(d) The Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ mark its books and records as directed by Lender the Agent and as may ▇▇▇ be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Standard Commercial Corp)
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), 7.2(a) or to enable Lender the Administrative Agent to exercise or enforce its rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon landlords’, mortgagees’ or mechanics’ releases, subordinations or waivers,
(iii) delivering to the request Administrative Agent, endorsed or accompanied by such instruments of Lenderassignment as the Administrative Agent may specify, Borrower shall execute (and stamping or cause to be executed) and deliver to Lendermarking in such manner as the Administrative Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, hypothecation’s, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to Lenderthe Administrative Agent, relating to perfect and continue the perfection creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other Applicable Law.
(c) The Administrative Agent is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower (or any of them) for any purpose described in Section 7.2(b). A carbon, photographic or other reproduction of this Agreement or of any of the other Loan Documents. To Security Documents or of any financing statement filed in connection with this Agreement is sufficient as a financing statement to the maximum fullest extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consent.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claimIf and to the extent specifically requested by the Administrative Agent, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by each Borrower shall at all times be valid, perfected and enforceable against such Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Each Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a7.2(a), or to enable Lender the Agent and the Lenders to exercise or enforce their rights hereunder, including, but not limited to:
(i) paying all taxes, assessments and other claims lawfully levied or assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date, landlords' and mortgagees' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the Agent, for the benefit of the Lenders, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral,
(iv) executing and delivering financing statements, pledges, designations, hypothecations, notices and assignments in each case in form and substance satisfactory to the Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law, and
(v) executing and delivering, and causing each depository institution in which each Borrower maintains deposits of Collateral or proceeds thereof to execute and deliver, such Agency Account Agreements, Lockbox Agreements and other instruments, documents and agreements as the Agent may in its discretion require to comply with the requirements of Sections 7.2(a) and 8.1(a).
(c) Each Borrower shall at its sole cost and expense comply with the terms and provisions of each Mortgage to which it is party and take ail actions that may be necessary or desirable, or that the Agent may request, so as at ail times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Real Estate in conformity with the requirements of Section 7.2(a) and of the Mortgages or to enable the Agent to exercise or enforce its rights hereunder.
(c) Borrower covenants and agrees with Lender that from and after the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, in form and substance satisfactory to Lender, to perfect and continue the perfection of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all of the transactions contemplated hereby hereunder and under the other Loan DocumentsMortgages. To Immediately upon acquiring, after the maximum extent permitted Effective Date, title to any Real Estate having a purchase price or market value in excess of $100,000, the applicable Borrower shall deliver to the Agent a mortgage substantially in the form of the Mortgage or Mortgages theretofore entered into by Applicable Lawthe Borrowers, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmittogether with, communicate orif requested by the Required Lenders, as applicable, file any financing statement under a title insurance policy insuring the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect Agent's interest in such jurisdictions and Real Estate in an amount equal to not less than the purchase price thereof together with an environmental review of such filing offices Real Estate coveting such matters as Lender the Required Lenders may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifiesreasonably request, which review shall be satisfactory to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentRequired Lenders.
(d) Borrower shall promptly notify Lender in writing upon incurring The Agent is hereby authorized to file one or otherwise obtaining a commercial tort claim, as that term is defined more financing or continuation statements or amendments thereto without the signature of or in the UCC, after name of each Borrower for any purpose described in Section 7.2(b). The Agent will give the date hereof against any third party and, upon request relevant Borrower notice of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional any such statements or amendments, which notice shall specify the locations where such statements or amendments to existing were filed. A carbon, photographic, xerographic or other reproduction of this Agreement or of any of the Security Documents or of any Financing Statement is sufficient as a financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claimstatement.
(e) Each Borrower shall ▇▇▇▇ mark its books and records as directed dir▇▇▇▇d by Lender the Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall shah cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Loan and Security Agreement (Collins Industries Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower the Borrowers shall at all times be valid, perfected and enforceable against each Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) Borrower The Borrowers shall, at its their sole cost and expense, take all action that may be necessary or desirable, or that Lender the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a7.2(a), or to enable Lender the Administrative Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) using all reasonable efforts to obtain, after the Agreement Date and until the Termination Date, at any time upon landlords', mortgagees', bailees', warehousemen's or processors' releases, subordinations or waivers and mechanics' releases, subordinations or waivers,
(iii) delivering to the request Administrative Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Administrative Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Administrative Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Administrative Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other Applicable Law.
(c) The Administrative Agent is hereby authorized to perfect and continue the perfection of file one or better perfect Lender’s Liens more financing or continuation statements or amendments thereto for any purpose described in the Collateral (whether now owned or hereafter arising or acquiredSection 7.2(b), and in order to consummate fully all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Lawincluding, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmitwithout being limited to, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral collateral as defined herein, as “"all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentassets."
(d) Each Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇m▇▇▇ its books and records as directed by Lender the Administrative Agent and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Mastec Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower and each Guarantor shall at all times be valid, perfected and enforceable against Borrower and each Guarantor and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are on a parity with or junior to the Security Interest other than Permitted Liens, and shall not at any time be subject to any Liens that are prior to, or on parity with or junior senior to the Security Interest, other than Permitted Liens or as may be provided in the DIP Order.
(b) Borrower and each Guarantor shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank priority of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a), 6.2(a) or to enable Lender to -------------- exercise or enforce its rights hereunder.
, including, but not limited to: (ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens, (ii) diligently seeking to obtain, after the Agreement Date and until the Termination Date, at any time upon the request of obtaining and delivering to Lender such landlords' waivers, mortgagees' waivers or mechanics' lien waivers, or subordinations, in form satisfactory to Lender, Borrower shall execute (or cause to be executediii) and deliver delivering to Lender, endorsed or accompanied by such instruments of assignment as Lender may specify, and stamping or marking in such manner as Lender may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and (iv) executing, delivering, filing and/or recording Mortgages, financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, designations, hypothecations, notices and assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretion, each case in form and substance satisfactory to Lender, relating to perfect and continue the perfection creation, validity, perfection, maintenance or continuation of the Security Interest under the UCC or other applicable law.
(c) Lender is hereby authorized to file one or more financing or continuation statements or amendments thereto without the signature of or better perfect Lender’s Liens in the Collateral (whether now owned name of Borrower or hereafter arising such Guarantor for any purpose described in Section 6.2(b). A carbon, photographic or acquired), and in order to consummate fully all other reproduction of this -------------- Agreement or of any of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Security Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Borrower authorizes Lender to transmit, communicate or, as applicable, file or of any financing statement under the UCC, record, in-lieu filed in connection with this Agreement is sufficient as a financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed permitted by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentapplicable law.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower each Guarantor shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and of first priority and enforceable against Borrower the Guarantor and all third parties other Persons, in accordance with the terms of this Agreement, as security for the Guaranteed Obligations, and the Collateral shall not be at any time subject to any Liens that are prior to, or on parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP Order.
(b) Borrower The Guarantor shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank priority of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a)3(a) hereof, or to enable Lender the Agent to exercise or enforce its rights hereunderon behalf of the Banks hereunder including, without limitation:
(i) Paying, when due and owing, all taxes, assessments and other claims lawfully levied or assessed on any of the Collateral.
(cii) Borrower covenants and agrees Obtaining landlords', mortgagees', mechanics', bailees', warehousemen's or processors' releases, subordinations or waivers with Lender that from and after respect to any or all of the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretionCollateral, in form and substance satisfactory to Lenderthe Agent, for each leased location with respect to which Inventory with a book value greater than $300,000 is located on such location leased by the Guarantor, provided that with respect to any leased location held by the Guarantor as of the Closing Date for which such releases and waivers are required, the Guarantor will not be in default of this clause (ii) unless the Guarantor fails to so provide the Agent with such landlord subordinations or waivers on or before April 30, 1999; and
(iii) Executing and delivering financing statements, pledges, designations, hypothecations, notices and assignments, in each case in form and substance satisfactory to the Agent, relating to the creation, validity, perfection, priority or continuation of the Security Interest under the Uniform Commercial Code or other applicable Laws.
(c) The Agent is hereby authorized to execute and file in all necessary and appropriate jurisdictions (as determined by the Agent) one or more financing or continuation statements (or any other document or instrument referred to in Section 3(b)(iii) above) in the name of the Guarantor and, after the Guarantor has failed to do so upon request, to perfect and continue sign the perfection of Guarantor's name thereto. The Guarantor authorizes the Agent to file any such financing statement, document or better perfect Lender’s Liens in instrument without the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all signature of the transactions contemplated hereby and under Guarantor to the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing officeapplicable Laws. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifiesFurther, to the extent necessarypermitted by applicable Laws, Lender’s authorization to file a carbon, photographic, xerographic or other reproduction of this Agreement or of any Financing Statement is sufficient as a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentstatement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Credit Agreement (Trion Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and of first priority and enforceable against the Borrower and all third parties other Persons, in accordance with the terms of this Agreement, as security for the Obligations, and the Collateral shall not be at any time subject to any Liens that are prior to, or on parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP Order.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank priority of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(a)3(a) hereof, or to enable Lender the Agent to exercise or enforce its rights hereunderon behalf of the Banks hereunder including, without limitation:
(i) Paying, when due and owing, all taxes, assessments and other claims lawfully levied or assessed on any of the Collateral.
(cii) Borrower covenants and agrees Obtaining landlords', mortgagees', mechanics', bailees', warehousemen's or processors' releases, subordinations or waivers with Lender that from and after respect to any or all of the Agreement Date and until the Termination Date, at any time upon the request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request in its discretionCollateral, in form and substance satisfactory to Lenderthe Agent, for each leased location with respect to which Inventory with a book value greater than $300,000 is located on such location leased by the Borrower, provided that with respect to any leased location held by the Borrower as of the Closing Date for which such releases and waivers are required, the Borrower will not be in default of this clause (ii) unless the Borrower fails to so provide the Agent with such landlord subordinations or waivers on or before April 30, 1999; and
(iii) Executing and delivering financing statements, pledges, designations, hypothecations, notices and assignments, in each case in form and substance satisfactory to the Agent, relating to the creation, validity, perfection, priority or continuation of the Security Interest under the Uniform Commercial Code or other applicable Laws.
(c) The Agent is hereby authorized to execute and file in all necessary and appropriate jurisdictions (as determined by the Agent) one or more financing or continuation statements (or any other document or instrument referred to in Section 3(b)(iii) above) in the name of the Borrower and, after the Borrower has failed to do so upon request, to perfect and continue sign the perfection of Borrower's name thereto. The Borrower authorizes the Agent to file any such financing statement, document or better perfect Lender’s Liens in instrument without the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all signature of the transactions contemplated hereby and under Borrower to the other Loan Documents. To the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing officeapplicable Laws. Borrower authorizes Lender to transmit, communicate or, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as defined herein, as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifiesFurther, to the extent necessarypermitted by applicable Laws, Lender’s authorization to file a carbon, photographic, xerographic or other reproduction of this Agreement or of any Financing Statement is sufficient as a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge of the Obligations, Borrower shall not terminate, amend or file a correction statement with respect to any financing statement filed pursuant to this Section 3.2(c) without Lender’s prior written consentstatement.
(d) Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ its books and records as directed by Lender and as may be necessary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract
Sources: Credit Agreement (Trion Inc)
Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations and Junior Secured Obligations, and the Collateral shall not be at any time be subject to any Liens that are prior to, or on a parity with or junior to the Security Interest, other than Permitted Liens or as may be provided in the DIP OrderLiens.
(b) The Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that Lender the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 3.2(aSECTION 7.2(A), or to enable Lender the Agent and the Lenders to exercise or enforce its their rights hereunder., including, but not limited to:
(ci) Borrower covenants paying all taxes, assessments and agrees with Lender other claims lawfully levied or assessed on any of the Collateral, except to the extent that from such taxes, assessments and other claims constitute Permitted Liens,
(ii) obtaining, after the Agreement Date and until the Termination Date, at any time upon landlords' and mortgagees' releases, subordinations or waivers, and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers,
(iii) delivering to the request Agent, for the benefit of Lenderthe Lenders, Borrower shall execute (endorsed or cause to be executed) accompanied by such instruments of assignment as the Agent may specify, and deliver to Lenderstamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, and
(iv) executing and delivering financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignmentsdesignations, endorsements of certificates of titlehypothecations, notices and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender may request assignments in its discretion, each case in form and substance satisfactory to Lenderthe Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
(c) The Agent is hereby authorized to perfect and continue file one or more financing or continuation statements or amendments thereto without the perfection signature of or better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and in order to consummate fully all name of the transactions contemplated hereby and under Borrower for any purpose described in SECTION 7.2(B). The Agent will give the other Loan Documents. To Borrower notice of the maximum extent permitted by Applicable Law, Borrower authorizes Lender to execute filing of any such Additional Documents in Borrower’s name and authorizes Lender to file statements or amendments, which notice shall specify the locations where such executed Additional Documents in any appropriate filing officestatements or amendments were filed. Borrower authorizes Lender to transmitA carbon, communicate orphotographic, as applicable, file any financing statement under the UCC, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement xerographic or other instrument describing the Collateral as defined herein, as “all personal property reproduction of Debtor” or “all assets of Debtor” or words of similar effect in such jurisdictions and in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Lender’s authorization to file a financing statement if such financing statement has been pre-filed by Lender prior to the Agreement Date. Prior to repayment in full and final discharge or of any of the Obligations, Borrower shall not terminate, amend Security Documents or file a correction statement with respect to of any financing statement filed pursuant to in connection with this Section 3.2(c) without Lender’s prior written consentAgreement is sufficient as a financing statement.
(d) The Borrower shall promptly notify Lender in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the UCC, after the date hereof against any third party and, upon request of Lender, promptly amend Schedule 1 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Lender to give Lender a security interest in any such commercial tort claim.
(e) Borrower shall ▇▇▇▇ mark its books and records as directed by Lender the Agent and as may be necessary ▇▇▇essary or appropriate to evidence, protect and perfect the Security Interest and shall cause its financial statements to reflect the Security Interest.
(f) Lender shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any of the Collateral) in order to validate or perfect the liens and security interests granted to Lender hereunder or under any of the other Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the date of the DIP Order. If Lender shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the DIP Order. Lender may, in its discretion, file a certified copy of the DIP Order in any filing or recording office in any jurisdiction in which the Borrower (a) has or maintains any Collateral; (b) has or maintains an office; or (c) is organized.
Appears in 1 contract