Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall: (a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any Grantor, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral; (b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business; (c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof; (d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property; (e) [reserved]; (f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and (g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor with respect to the Collateral, all in such manner as the Secured Party may require.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Each Pledgor shall:
(ai) if any of the Pledged Sharesabove-described membership interests, Investment Property shares, securities, moneys, property or Financial Assets other interests constituting part of the Collateral "Collateral" required to be pledged by such Pledgor under Section 4 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Pledgor, forthwith either (x) transfer and deliver to the Secured Party such shares or securities so received by such Pledgor (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by such instruments of assignment and transfer undated stock powers duly executed in such form and substance as the Secured Party may reasonably requestblank), all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and or (y) take such other action as the Secured Party may reasonably shall deem necessary or appropriate to duly record or otherwise perfect the security interest Lien created hereunder in such Collateralownership interests, shares, securities, moneys, property or other interests in said clauses;
(bii) give, execute, deliver, file and/or record any financing statement, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of Secured Party) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable Secured Party to exercise and enforce its rights hereunder with respect to such pledge and security interest (including, without limitation, causing any or all of the Collateral to be transferred of record into the name of Secured Party or its nominee (and Secured Party agrees that if any Collateral is transferred into its name or the name of its nominee, it will thereafter promptly from time give to timethe Non-Managing Member copies of any notices and communications received by it with respect to the applicable Collateral); without limiting the generality of the foregoing, each Pledgor shall, if any Collateral shall be evidenced by a promissory note or other instrument, deliver and pledge to the Secured Party any and all Instruments constituting part of the Collateral, such note or instrument duly endorsed or accompanied by such duly executed instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuingor assignment, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each all in form and substance reasonably acceptable satisfactory to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(diii) promptly from time to time upon the request of the Secured Partymaintain, execute hold and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep preserve full and accurate books and records relating to the Collateral, Records and stamp or otherwise mark such books and records ▇▇▇▇, or cause to be stamped or otherwise marked, the Records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and
(giv) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, Records and permit representatives of the Secured Party to be present at such Grantor’s Pledgor's place of business to receive make copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor with respect to the Collateral, all in such manner as the Secured Party may require.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Each Debtor shall:
(a) if there shall be received by such Debtor any of the Pledged Sharesabove- described shares, Investment securities or Property (other than cash unless required by the terms hereof to be delivered hereunder) required to be pledged by such Debtor under clauses (i), (ii), (iii), (iv) and (v) of Section 3(a) hereof or Financial Assets constituting part any distribution of capital shall be made on or in respect of the Collateral are represented Pledged Interests or otherwise evidenced by physical certificates any Property shall be distributed upon or instruments and received by with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of any GrantorLLC or Partnership, or pursuant to the reorganization thereof, forthwith either (x) transfer and deliver to the Secured Party Administrative Agent such shares, capital, Property or securities so received by such Debtor (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Pledged Collateral or (y) take such other action as the Administrative Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, capital or Property in said clauses (i), (ii), (iii), (iv) and (v) and until such time of transfer hold such shares, securities, money, property or capital shall be held in trust for the sole benefit of the Lenders, segregated from of the other property of each Debtor;
(b) deliver and pledge to the Administrative Agent any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Administrative Agent may request; provided PROVIDED, HOWEVER, that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor such Debtor may retain for collection in the ordinary course any Instruments received by such Grantor Debtor in the ordinary course of businessbusiness and the Administrative Agent shall, promptly upon request of such Debtor, make appropriate arrangements for making any other Instrument pledged by such Debtor available to such Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document);
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect maintain the security interest created hereby by this Agreement as a first priority perfected security interest and shall defend such security interest against claims and demands of all Persons whomsoever and give, execute, deliver, file and/or record any financing statement, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest (and each Debtor authorizes the Administrative Agent to file any and all Deposit Accounts (other than any Excluded Accountssuch financing or continuation statement without the signature of each Debtor to the extent permitted by applicable law), Investment Propertyincluding, Electronic Chattel Paperwithout limitation, Letter-of-Credit Rightsafter the occurrence and during the continuance of an Event of Default, causing any digital currencyor all of the Stock and Interests Collateral to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any Stock and Interests Collateral is transferred into its name or the name of its nominee, controllable electronic records, controllable accounts and controllable payment intangibles, and the Administrative Agent will thereafter promptly furnish give to the Secured Party true respective Debtor copies thereofof any notices and communications received by it with respect to the Stock and Interests Collateral) and if any amount payable under or in connection with any of the Interests or Partnership Interests shall be or become evidenced by any instrument (including any promissory note) or chattel paper (in each case as defined in the Uniform Commercial Code), such instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Pledged Collateral pursuant to this Agreement;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Pledged Collateral;
(e) furnish to the Administrative Agent upon its request statements and schedules further identifying and describing the Copyright Collateral, the Patent Collateral and stamp or otherwise mark the Trademark Collateral, respectively, and such books other reports in connection with the Copyright Collateral, the Patent Collateral and records in such manner the Trademark Collateral, as the Secured Party Administrative Agent may reasonably require request, all in order reasonable detail;
(f) promptly upon request of the Administrative Agent, following receipt by the Administrative Agent of any statements, schedules or reports pursuant to reflect clause (e) above, modify this Agreement by amending ANNEXES 2, 3 AND/OR 4 hereto, as the security interests granted by case may be, to include any Copyright, Patent or Trademark that becomes part of the Pledged Collateral under this Agreement; and;
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyAdministrative Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Pledged Collateral;
(h) upon the occurrence and during the continuance of any Event of Default, and permit representatives of the Secured Party Administrative Agent to be present at such Grantor’s Debtor's place of business to receive copies of all communications and remittances relating to the Pledged Collateral, and forward copies of any notices or communications received by such Grantor Debtor with respect to the Pledged Collateral, all in such manner as the Secured Party Administrative Agent may require;
(i) upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent, promptly notify (and such Debtor hereby authorizes the Administrative Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Pledged Collateral has been assigned to the Administrative Agent for the benefit of the Lenders hereunder, and that any payments due or to become due in respect of such Pledged Collateral are to be made directly to the Administrative Agent; and
(j) pay, and save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Debtor shall:: 8 -8-
(a) deliver to Secured Party within five Business Days after the date hereof all of the certificates evidencing the Pledged Securities owned by Debtor, endorsed in blank or accompanied with appropriate undated stock powers executed in blank.
(b) execute and deliver within five business days after the date hereof to Secured Party such financing statements as Secured Party has requested with respect to that portion of the Pledged Collateral in which a Lien may be perfected by the filing of a financing statement against Debtor.
(c) if there shall be received by Debtor any of the Pledged Sharesabove-described shares, Investment Property securities or Financial Assets constituting part property required to be pledged by Debtor under Section 3 hereof or any distribution of capital shall be made on or in respect of the Collateral are represented Pledged Interests or otherwise evidenced by physical certificates any Property shall be distributed upon or instruments and received by with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of any GrantorLLC or Partnership, or pursuant to the reorganization thereof, forthwith either (x) transfer and deliver to the Secured Party such shares, capital, Property or securities so received by Debtor (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by such instruments of assignment and transfer undated stock powers duly executed in such form and substance as the Secured Party may reasonably requestblank), all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and Pledged Collateral, or (y) take such other action as the Secured Party may shall reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest Lien created hereunder in such Collateral;
(b) promptly from time to timeshares, deliver to the Secured Party any and all Instruments constituting part of the Collateralsecurities, endorsed capital or accompanied by such instruments of assignment and transfer Property in such form Section 3 and substance as until such time of transfer hold such shares, securities, money, property or capital in trust for the Secured Party may request; provided that (other than in the case sole benefit of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to segregated from the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereofproperty of Debtor;
(d) promptly from time maintain the security interest created by this Agreement as a first priority perfected security interest subject only to time upon Prior Liens and defend such security interest against claims and demands of all Persons whomsoever and give, execute, deliver, file and/or record any financing statement, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the request reasonable judgment of Secured Party) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable Secured Party to exercise and enforce its rights hereunder with respect to such pledge and security interest (and Debtor authorizes Secured Party to file any such financing or continuation statement without the signature of Debtor to the extent permitted by applicable law), including, without limitation, after the occurrence and during the continuance of an Event of Default, causing any or all of the Securities Collateral to be transferred of record into the name of Secured Party or its nominee (and Secured Party agrees that if any Securities Collateral is transferred into 9 -9- its name or the name of its nominee, Secured Party will thereafter promptly give to Debtor copies of any notices and communications received by it with respect to the Securities Collateral) and if any amount payable under or in connection with any of the Interests or Partnership Interests shall be or become evidenced by any instrument (including, without limitation, any promissory note) or chattel paper (in each case as defined in the Uniform Commercial Code), such instrument or chattel paper shall be immediately delivered to Secured Party, execute and deliver such short-form security agreements duly endorsed in a manner satisfactory to Secured Party, to be held as the Secured Party may reasonably deem necessary or desirable Pledged Collateral pursuant to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Propertythis Agreement;
(e) [reserved];
(f) keep full and accurate books and records relating to the Pledged Collateral, and stamp or otherwise mark ▇▇▇ such material books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and;
(gf) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreementpermitted by applicable law, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Pledged Collateral;
(g) to the extent permitted by applicable law, upon the occurrence and during the continuance of any Event of Default, permit representatives of the Secured Party to be present at such Grantor’s Debtor's place of business to receive copies of all communications and remittances relating to the Pledged Collateral, and forward copies of any notices or communications received by such Grantor Debtor with respect to the Pledged Collateral, all in such manner as the Secured Party may require; and
(h) to the extent permitted by law, pay, and save Secured Party and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Delivery and Other Perfection. The Grantors Grantor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any the Grantor, forthwith (xi) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (yii) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, time deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; , provided that (other than in the case of the Promissory Notes promissory notes described in Annex 2 (Part B)2) so long as no Event of Default shall have occurred and be continuing, each the Grantor may retain for collection in the ordinary course any Instruments received by such the Grantor in the ordinary course of business;
(c) subject business and the Secured Party shall, promptly upon request of the Grantor, make appropriate arrangements for making any Instrument delivered by the Grantor available to the post-closing period provided in Section 5.14(a) Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the Loan Agreement and, without duplication, promptly from time to time upon the request of extent requested by the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accountsagainst trust receipt or like document), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor with respect to the Collateral, all in such manner as the Secured Party may require.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Each Debtor shall:: -----------------------------
(a) if there shall be received by such Debtor any of the Pledged Sharesabove- described shares, Investment Property securities or Financial Assets constituting part property required to be pledged by such Debtor under clauses (a), (b), (c), (d) and (e) of Section 3 hereof or any distribution of capital shall be made on or in respect of the Collateral are represented Pledged Interests or otherwise evidenced by physical certificates any Property shall be distributed upon or instruments and received by with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of any GrantorLLC or Partnership, or pursuant to the reorganization thereof, forthwith either (x) transfer and deliver to the Secured Party Administrative Agent such shares, capital, Property or securities so received by such Debtor (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Pledged Collateral, or (y) take such other action as the Administrative Agent shall reasonably deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, capital or Property in said clauses (a), (b), (c), (d) and (e) and until such time of transfer hold such shares, securities, money, property or capital in trust for the sole benefit of the Lenders, segregated from the other property of each Debtor;
(b) deliver and pledge to the Administrative Agent any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Administrative Agent may request; provided provided, however, that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have -------- ------- occurred and be continuing, each Grantor such Debtor may retain for collection in the ordinary course any Instruments received by such Grantor Debtor in the ordinary course of businessbusiness and the Administrative Agent shall, promptly upon request of such Debtor, make appropriate arrangements for making any other Instrument pledged by such Debtor available to such Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document);
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect maintain the security interest created hereby by this Agreement as a first priority perfected security interest subject only to Prior Liens and Permitted Encumbrances and except to the extent perfection is not required hereunder and defend such security interest against claims and demands of all Persons whomsoever and give, execute, deliver, file and/or record any financing statement, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest (and each Debtor authorizes the Administrative Agent to file any and all Deposit Accounts (other than any Excluded Accountssuch financing or continuation statement without the signature of each Debtor to the extent permitted by applicable law), Investment Propertyincluding, Electronic Chattel Paperwithout limitation, Letter-of-Credit Rightsafter the occurrence and during the continuance of an Event of Default, causing any digital currencyor all of the Securities Collateral to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any Securities Collateral is transferred into its name or the name of its nominee, controllable electronic records, controllable accounts and controllable payment intangibles, and the Administrative Agent will thereafter promptly furnish give to the Secured Party true respective Debtor copies thereofof any notices and communications received by it with respect to the Securities Collateral) and if any amount payable under or in connection with any of the Interests or Partnership Interests shall be or become evidenced by any instrument (including any promissory note) or chattel paper (in each case as defined in the Uniform Commercial Code), such instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Pledged Collateral pursuant to this Agreement;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Pledged Collateral, and stamp or otherwise mark ▇▇▇▇ all such material books and records in such manner as the Secured Party Administrative Agent may reasonably require in order to reflect the security interests granted by this Agreement; and;
(e) furnish to the Administrative Agent upon its request, but not more than quarterly, statements and schedules further identifying and describing the material Copyright Collateral, the material Patent Collateral and the material Trademark Collateral, respectively, and such other reports in connection with such Copyright Collateral, Patent Collateral and Trademark Collateral, as the Administrative Agent may reasonably request, all in reasonable detail;
(f) promptly upon the reasonable request of the Administrative Agent, following receipt by the Administrative Agent of any statements, schedules or reports pursuant to clause (e) above, modify this Agreement by amending Annexes 2, 3 and/or 4 hereto, as the case may be, to include any material --------------------- Copyright, Patent or Trademark that becomes part of the Pledged Collateral under this Agreement;
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyAdministrative Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Pledged Collateral;
(h) upon the occurrence and during the continuance of any Event of Default, and permit representatives of the Secured Party Administrative Agent to be present at such Grantor’s Debtor's place of business to receive copies of all communications and remittances relating to the Pledged Collateral, and forward copies of any notices or communications received by such Grantor Debtor with respect to the Pledged Collateral, all in such manner as the Secured Party Administrative Agent may require;
(i) upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent, promptly notify (and such Debtor hereby authorizes the Administrative Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Pledged Collateral has been assigned to the Administrative Agent for the benefit of the Lenders hereunder, and that any payments due or to become due in respect of such Pledged Collateral are to be made directly to the Administrative Agent; and
(j) to the extent permitted by law, pay, and save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Security Agreement (Tmil Corp)
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Securing Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets constituting part properties required to be pledged by the Securing Party under Section 3 hereof are received by the Securing Party (other than any of such items the Securing Party is entitled to retain pursuant to Section 4.03(b) hereof), forthwith as the Collateral are represented or otherwise evidenced by physical certificates or instruments Agent may request either (i) transfer and received by any Grantor, forthwith (x) deliver to the Secured Collateral Agent such shares, securities, moneys and properties so received by the Securing Party (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by such instruments of assignment and transfer undated stock powers duly executed in such form and substance as the Secured Party may reasonably requestblank), all of which thereafter shall be held by the Secured PartyCollateral Agent, pursuant to the terms of this Agreement, as part of the Collateral and or (yii) take such other action as the Secured Party may reasonably Collateral Agent shall deem necessary or appropriate to duly record or otherwise perfect the security interest lien created hereunder in such Collateralshares, securities, moneys or property in Section 3;
(b) promptly from time to timegive, deliver to execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the Secured Party any and all Instruments constituting part judgment of the CollateralCollateral Agent) to create, endorsed preserve, perfect or accompanied by validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such instruments of assignment pledge and transfer in such form and substance as security interest including without limitation registering the Secured Party may request; provided that (other than Pledged Stock in the case name of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of businessCollateral Agent;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such ▇▇▇h books and records in such manner as the Secured Party Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement; and
(gd) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyCollateral Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, Collateral and forward copies of any notices or communications received by such Grantor the Securing Party with respect to the Collateral, all in such manner as the Secured Party Collateral Agent may reasonably require.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Credit Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets constituting part property required to be pledged and charged by such Credit Party under clauses (c)(i) and (c)(ii) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Credit Party forthwith, forthwith either (x) transfer and deliver to the Secured Trustee (or to the Agent or third party under any Intercreditor Agreement as provided in Article III thereof) such shares, securities, moneys or property so received by such Credit Party (together with the certificates or instruments representing or evidencing the samecertificates, if any, for any such shares and securities duly endorsed in blank or accompanied by such instruments of assignment and transfer undated stock powers duly executed in such form and substance as the Secured Party may reasonably requestblank), all of which thereafter shall be held by the Secured PartyTrustee (or the Agent or third party), pursuant to the terms of this Agreement, as part of the Collateral and or (y) take such other action as the Secured Party may reasonably deem shall be necessary or appropriate to duly record or otherwise perfect the security interest Lien created hereunder in such Collateralshares, securities, moneys or property in said clauses (c)(i) and (c)(ii), including, with respect to the Lien on the shares of an Equity Issuer which are not represented by certificates, the registration in the shareholders register of such Equity Issuer of appropriate entries evidencing said Lien;
(b) promptly from time to time, deliver and pledge to the Secured Party Trustee (or to the Agent or third party under any Intercreditor Agreement as provided in Article III thereof) any and all Instruments (other than checks) constituting part of the CollateralCollateral in which such Credit Party purports to grant a security interest hereunder, endorsed or and/or accompanied by such instruments of assignment and transfer in such form and substance as necessary to effectuate the Secured Party may requestsecurity interest granted hereunder; provided provided, that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor unremedied and unwaived, such Credit Party may retain for collection in the ordinary course any Instruments received by such Grantor Credit Party in the ordinary course of business;
(c) subject to its business and the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplicationTrustee shall, promptly from time to time upon the request of such Credit Party through the Secured PartyCompany, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary make arrangements against trust receipt or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor with respect to the Collateral, all in such manner as the Secured Party may require.like Global Security Agreement -------------------------
Appears in 1 contract
Sources: Indenture (Global Crossing LTD)
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Each Obligor shall:
(a) if any of the Pledged Sharesshares, Investment Property interests, securities, moneys or Financial Assets constituting part property required to be pledged or charged by such Obligor under clauses (a), (b) and (c) of the Collateral Article III are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Obligor, forthwith promptly either (xi) transfer and deliver to the Secured Party such shares or securities so received by such Obligor (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers or share transfer forms duly executed in blank), all of which thereafter shall be held by the Secured Party pursuant to the terms of this Agreement, as part of the Collateral, (ii) with respect to any Pledged Collateral that is not evidenced by a certificate, execute and deliver written instructions to the issuer thereof to register the security interest created hereunder in such Pledged Collateral in the registration books maintained by such issuer for such purpose and cause the respective Obligor to execute and deliver to the Secured Party a written confirmation to the effect that the security interest created hereunder in such Pledged Collateral has been duly registered in such registration books, all in form and substance satisfactory to the Secured Party or (iii) take such other action as the Secured Party shall reasonably deem necessary or appropriate to duly perfect the security interest created hereunder in such shares, interests, securities, moneys or property in said clauses (a), (b) and (c);
(b) deliver, assign and pledge to the Secured Party any and all Instruments included in the Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Security Event of Default shall have occurred and be continuing, each Grantor such Obligor may retain for collection in the ordinary course any Instruments Instruments, Accounts or General Intangibles received by such Grantor in Obligor and the ordinary course Secured Party shall, promptly upon request of businesssuch Obligor, make appropriate arrangements for making any Instrument pledged or assigned by such Obligor available to such Obligor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent reasonably deemed appropriate by the Secured Party, against a trust receipt or like document);
(c) subject to give, execute, deliver, file and/or record any financing statement, form, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request reasonable judgment of the Secured Party) to create, enter into such control agreementspreserve, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect or validate the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish granted pursuant hereto or to enable the Secured Party true to ensure the priority of, or exercise and enforce its rights hereunder with respect to, such pledge, charge and security interest (it being understood that the provisions of this Section will apply to all Collateral, whether personal property or real property, whether tangible or intangible, and wherever located and whenever acquired, including, without limitation, Collateral located outside the United States or in space), including, without limitation, when a Security Event of Default has occurred and is continuing, but subject to receipt of required regulatory approvals (which each Obligor shall use its best efforts to obtain and maintain in effect) causing any or all of the Pledged Collateral to be transferred of record into the name of the Secured Party or its nominee (and the Secured Party agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, the Secured Party will thereafter promptly give to the respective Obligor copies thereofof any notices and communications received by it with respect to the Pledged Collateral pledged or charged by such Obligor hereunder), provided that notices to account debtors or unaffiliated parties in respect of any Accounts, Instruments or other Collateral referred to in clause (i) of Article III shall be subject to the provisions of clause (h) below;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records in accordance with generally accepted business practices relating to the Collateral, and stamp or otherwise mark m▇▇▇ such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and;
(ge) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours hours, permit representatives of the Secured Party to (i) inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to (ii) be present at such GrantorObligor’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any material notices or material communications received by such Grantor Obligor with respect to the Collateral, all in such manner as the Secured Party may reasonably require; provided, however that no Obligor shall be obligated to disclose any competitively sensitive information other than during the period in which a Security Event of Default has occurred and is continuing;
(f) (i) maintain the Launch Insurance in full force and effect, (ii) upon the expiry of Launch Insurance, cause “in orbit” coverage (with such exclusions as the Obligors deem in good faith to be appropriate) to be maintained on the EDS Satellite at least equal to the amount of the Secured Obligations, if such coverage is available on commercially reasonable terms as determined in good faith by the Obligors (such “in orbit” coverage, together with the Launch Insurance, the “Insurance Policies”), and (iii) designate prior to the date hereof and thereafter maintain (pursuant to endorsements or other documents appropriate for the purpose) the Secured Party as a loss payee in respect of all Insurance Policies (to the extent of its interest therein with respect to the Secured Obligations) and, in connection therewith, providing that the first $50 million (or such lesser amount as may then constitute Secured Obligations) be paid directly and solely to the Secured Party as set forth in Section 4.04(e) of this Agreement; provided that at any time when the Secured Obligation shall be less than the amount for which the Secured Party has been so designated a loss payee, the Secured Party will cooperate with the Obligors to amend such endorsements or other documents to reduce such amount to an amount equal to the then outstanding Secured Obligations;
(g) within twenty (20) days after the end of each calendar quarter, provide health status reports for the EDS Satellite to the Secured Party as of the last day of such quarter, summarizing all spacecraft related incidents and anomalies known to the Obligors and the status of the subsystems on the EDS Satellite; and
(h) upon the occurrence and during the continuance of any Security Event of Default, upon request of the Secured Party, promptly notify (and such Obligor hereby authorizes the Secured Party so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Secured Party hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Secured Party to be applied to the payment of the Secured Obligations.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Each Obligor shall:
(a) if any of the Pledged Sharesshares, Investment Property interests, securities, moneys or Financial Assets constituting part property required to be pledged or charged by such Obligor under clauses (a), (b) and (c) of the Collateral Article III are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Obligor, forthwith promptly either (xi) transfer and deliver to the Secured Party such shares or securities so received by such Obligor (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers or share transfer forms duly executed in blank), all of which thereafter shall be held by the Secured Party pursuant to the terms of this Agreement, as part of the Collateral, (ii) with respect to any Pledged Collateral that is not evidenced by a certificate, execute and deliver written instructions to the issuer thereof to register the security interest created hereunder in such Pledged Collateral in the registration books maintained by such issuer for such purpose and cause the respective Obligor to execute and deliver to the Secured Party a written confirmation to the effect that the security interest created hereunder in such Pledged Collateral has been duly registered in such registration books, all in form and substance satisfactory to the Secured Party or (iii) take such other action as the Secured Party shall reasonably deem necessary or appropriate to duly perfect the security interest created hereunder in such shares, interests, securities, moneys or property in said clauses (a), (b) and (c);
(b) deliver, assign and pledge to the Secured Party any and all Instruments included in the Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Security Event of Default shall have occurred and be continuing, each Grantor such Obligor may retain for collection in the ordinary course any Instruments Instruments, Accounts or General Intangibles received by such Grantor in Obligor and the ordinary course Secured Party shall, promptly upon request of businesssuch Obligor, make appropriate arrangements for making any Instrument pledged or assigned by such Obligor available to such Obligor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent reasonably deemed appropriate by the Secured Party, against a trust receipt or like document);
(c) subject to give, execute, deliver, file and/or record any financing statement, form, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request reasonable judgment of the Secured Party) to create, enter into such control agreementspreserve, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect or validate the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish granted pursuant hereto or to enable the Secured Party true to ensure the priority of, or exercise and enforce its rights hereunder with respect to, such pledge, charge and security interest (it being understood that the provisions of this Section will apply to all Collateral, whether personal property or real property, whether tangible or intangible, and wherever located and whenever acquired, including, without limitation, Collateral located outside the United States or in space), including, without limitation, when a Security Event of Default has occurred and is continuing, but subject to receipt of required regulatory approvals (which each Obligor shall use its best efforts to obtain and maintain in effect) causing any or all of the Pledged Collateral to be transferred of record into the name of the Secured Party or its nominee (and the Secured Party agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, the Secured Party will thereafter promptly give to the respective Obligor copies thereofof any notices and communications received by it with respect to the Pledged Collateral pledged or charged by such Obligor hereunder), provided that notices to account debtors or unaffiliated parties in respect of any Accounts, Instruments or other Collateral referred to in clause (i) of Article III shall be subject to the provisions of clause (h) below;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records in accordance with generally accepted business practices relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may ▇▇y reasonably require in order to reflect the security interests granted by this Agreement; and;
(ge) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours hours, permit representatives of the Secured Party to (i) inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to (ii) be present at such Grantor’s Obligor's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any material notices or or. material communications received by such Grantor Obligor with respect to the Collateral, all in such manner as the Secured Party may reasonably require; provided, however that no Obligor shall be obligated to disclose any competitively sensitive information other than during the period in which a Security Event of Default has occurred and is continuing;
(i) maintain the Launch Insurance in full force and effect, (ii) upon the expiry of Launch Insurance, cause "in orbit" coverage (with such exclusions as the Obligors deem in good faith to be appropriate) to be maintained on the EDS Satellite at least equal to the amount of the Secured Obligations, if such coverage is available on commercially reasonable terms as determined in good faith by the Obligors (such "in orbit" coverage, together with the Launch Insurance, the "Insurance Policies"), and (iii) designate prior to the date hereof and thereafter maintain (pursuant to endorsements or other documents appropriate for the purpose) the Secured Party as a loss payee in respect of all Insurance Policies (to the extent of its interest therein with respect to the Secured Obligations) and, in connection therewith, providing that the first $50 million (or such lesser- amount as may then constitute Secured Obligations) be paid directly and solely to the Secured Party as set forth in Section 4.04(e) of this Agreement; provided that at any time when the Secured Obligation shall be less than the amount for which the Secured Party has been so designated a loss payee, the Secured Party will cooperate with the Obligors to amend such endorsements or other documents to reduce such amount to an amount equal to the then outstanding Secured Obligations;
(g) within twenty (20) days after the end of each calendar quarter, provide health status reports for the EDS Satellite to the Secured Party as of the last day of such quarter, summarizing all spacecraft related incidents and anomalies known to the Obligors and the status of the subsystems on the EDS Satellite; and
(h) upon the occurrence and during the continuance of any Security Event of Default, upon request of the Secured Party, promptly notify (and such Obligor hereby authorizes the Secured Party so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Secured Party hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Secured Party to be applied to the payment of the Secured Obligations.
Appears in 1 contract
Sources: Pledge and Security Agreement (Loral Space & Communications LTD)
Delivery and Other Perfection. The Grantors Each Credit Party shall:
(a) if any of the shares, securities, moneys or property required to be pledged and charged by such Credit Party under clauses (c)(i) and (c)(ii) of Section 3 hereof are received by such Credit Party forthwith, either (x) transfer and deliver to the Trustee (or to the Agent or third party under any Intercreditor Agreement as provided in Article III thereof) such shares, securities, moneys or property so received by such Credit Party (together with the certificates, if any, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Trustee (or the Agent or third party), pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as shall be necessary to duly record the Lien created hereunder in such shares, securities, moneys or property in said clauses (c)(i) and (c)(ii), including, with respect to the Lien on the shares of an Equity Issuer which are not represented by certificates, the registration in the shareholders register of such Equity Issuer of appropriate entries evidencing said Lien;
(b) deliver and pledge to the Trustee (or to the Agent or third party under any Intercreditor Agreement as provided in Article III thereof) any and all Instruments (other than checks) constituting part of the Collateral in which such Credit Party purports to grant a security interest hereunder, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance necessary to effectuate the security interest granted hereunder; provided, that so long as no Event of Default shall have occurred and be continuing, unremedied and unwaived, such Credit Party may retain for collection in the ordinary course any Instruments received by such Credit Party in the ordinary course of its business and the Trustee shall, promptly from time upon request of such Credit Party through the Company, make arrangements against trust receipt or like document for making any Instrument pledged by such Credit Party available to time such Credit Party for purposes of presentation, collection or renewal;
(c) deliver and pledge to the Trustee (or to the Agent or third party under any Intercreditor Agreement as provided in Article III thereof) any and all promissory notes or other instruments constituting part of the Collateral and evidencing any of the Pledged Indebtedness in excess of $200,000, endorsed and/or accompanied by such instruments of assignment and transfer in such form as shall be necessary to perfect the Lien of the Trustee in such promissory notes and instruments;
(d) give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may as, subject to Section 6.02 of the Indenture, shall be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of perfect or validate the security interest granted pursuant hereto and the priority thereof or to enable the Secured Party Trustee to exercise and enforce its rights hereunder with respect to such security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Trustee or its nominee (and without limiting the foregoing, shall:
(a) Trustee agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Pledged Shares, Investment Property or Financial Assets constituting part Trustee will thereafter promptly upon request therefor by the Company give to such Global Security Agreement Credit Party copies of the Collateral are represented or otherwise evidenced by physical certificates or instruments any notices and communications received by any Grantor, forthwith (x) deliver it with respect to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied Stock Collateral pledged and charged by such instruments of assignment and transfer in such form and substance as the Secured Credit Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part Bhereunder)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order shall be necessary ▇▇ ▇rder to reflect the security interests granted by this Agreement; and;
(gf) as following the occurrence and to during the extent required pursuant to Section 5.6(b) continuance, unremedied and unwaived, of the Loan Agreementan Event of Default, permit representatives of the Secured PartyTrustee, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Trustee to be present at such Grantor’s Credit Party's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Credit Party with respect to the Collateral, all in such manner as the Secured Trustee may reasonably require; and
(g) subject to Section 6.02 of the Indenture, execute and deliver and cause to be filed, such continuation statements, and do such other acts and things, as may be necessary to maintain the perfection and priority of the security interest granted pursuant hereto. Anything herein to the contrary notwithstanding, it is understood and agreed that, as provided in Section 6.03(a) of the Indenture:
(i) as to Property of any Credit Party may requirelocated in any jurisdiction owned by such Credit Party on the date hereof that is not covered by the Lien of a particular Security Document other than this Agreement, such Credit Party shall be deemed to have complied with the requirements of this Section 4.01 if, as contemplated by Exhibit F to the Indenture, the Administrative Agent and the Official Creditors' Committee confirm in writing to the Trustee that the conditions set forth in said Exhibit F have been satisfied;
(ii) as to Property of any Credit Party located in any jurisdiction, whether now owned or hereafter acquired, that is covered by the Lien of a particular Security Document other than this Agreement (or that is contemplated by such Security Document to be covered by such Lien if acquired after the date hereof), such Credit Party shall be deemed to have complied with the requirements of this Section 4.01 if such Credit Party complies with the requirements of such Security Document;
(iii) as to all other Property hereafter acquired by any Credit Party, such Credit Party shall (subject to Section 6.02 of the Indenture) comply with the requirements of this Section 4.01;
(iv) as to any contract or agreement to which any Credit Party is a party on the date hereof that requires the consent of a third party in order to create a lien in such contract or agreement, such Credit Party shall be deemed to have complied with the requirements of this Section 4.01 if, after utilizing commercially reasonable efforts in an attempt to so obtain such consent, as contemplated by Exhibit F to the Indenture, the Administrative Agent and the Official Creditors' Committee confirm in writing to the Trustee that the conditions set forth in said Exhibit F have been satisfied; and
(v) as to any contract or agreement to which any Credit Party becomes a party after the date hereof that requires the consent of a third party in order to create a Lien in such contract or agreement, such Credit Party shall be deemed to have complied with the requirements of this Section 4.01, notwithstanding that such consent has been refused, if it shall have used commercially reasonable efforts to obtain such consent (and shall so certify in the first Officers' Certificate delivered pursuant to Section 6.03(c)(ii)(B) of the Indenture after the date of such refusal).
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Each Debtor shall:
(a) if any of the Pledged Sharesabove-described shares or securities (or only if an Event of Default has occurred and is continuing, Investment Property moneys or Financial Assets constituting part property) required to be pledged by such Debtor under clauses (a), (b), (c) and (d) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Debtor, forthwith either (x) transfer and deliver to the Secured Party Agent such shares or securities so received by such Debtor (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Agent, pursuant to the terms of this Agreement, as part of the Pledged Collateral or (y) take such other action as the Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said clauses (a), (b), (c) and (d);
(b) deliver and pledge to the Agent any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Agent may request; provided provided, however, that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor such Debtor may retain for collection in the ordinary course any Instruments received by such Grantor Debtor in the ordinary course of businessbusiness and the Agent shall, promptly upon request of such Debtor, make appropriate arrangements for making any other Instrument pledged by such Debtor available to such Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Agent, against trust receipt or like document);
(c) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, after the occurrence and during the continuance of an Event of Default, causing any or all of the Stock Collateral to be transferred of record into the name of the Agent or its nominee; provided, however, that notices to account debtors in respect of any Accounts or Instruments shall be subject to the post-closing period provided in Section 5.14(aprovisions of clause (i) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereofbelow;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Pledged Collateral, and stamp or otherwise mark ▇▇▇ such material books and records in such manner as the Secured Party Agent may reasonably require in order to reflect the security interests granted by this Agreement; and;
(e) furnish to the Agent upon its request statements and schedules further identifying and describing the Copyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as the Agent may reasonably request, all in reasonable detail;
(f) promptly upon request of the Agent, following receipt by the Agent of any statements, schedules or reports pursuant to clause (e) above, modify this Agreement by amending Annexes 2, 3 and/or 4 hereto, as the case may be, to include any Copyright, Patent or Trademark that becomes part of the Pledged Collateral under this Agreement;
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyAgent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Pledged Collateral;
(h) upon the occurrence and during the continuance of any Event of Default, and permit representatives of the Secured Party Agent to be present at such Grantor’s Debtor's place of business to receive copies of all communications and remittances relating to the Pledged Collateral, and forward copies of any notices or communications received by such Grantor Debtor with respect to the Pledged Collateral, all in such manner as the Secured Party Agent may require.; and
(i) upon the occurrence and during the continuance of any Event of Default, upon request of the Agent, except as otherwise expressly provided herein, promptly notify (and such Debtor hereby authorizes the Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Pledged Collateral has been assigned to the Agent for the benefit of the Lenders hereunder,
Appears in 1 contract
Sources: Security Agreement (Renaissance Cosmetics Inc /De/)
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Securing Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:: -----------------------------
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets constituting part property required to be pledged by such Securing Party under clauses (a), (b) and (c) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Securing Party, forthwith either (x) transfer and deliver to the Secured Administrative Agent such shares or securities or other ownership interests so received by such Securing Party (together with the certificates for any such shares and securities or instruments representing or evidencing the same, other ownership interests duly endorsed in blank or accompanied by undated stock powers or other powers duly executed in blank), all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Administrative Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, other ownership interests, moneys or property in said clauses (a), (b) and (c);
(b) deliver and pledge to the Administrative Agent any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Administrative Agent may request; provided provided, that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be -------- continuing, each Grantor such Securing Party may retain for collection in the ordinary course any Instruments received by such Grantor it in the ordinary course of businessbusiness and the Administrative Agent shall, promptly upon request of such Securing Party, make appropriate arrangements for making any Instrument pledged by it available to such Securing Party for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document);
(c) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Securing Party copies of any notices and communications received by it with respect to the Stock Collateral pledged by such Security Party hereunder), provided that notices to account debtors in respect of any Accounts or -------- Instruments shall be subject to the post-closing period provided in Section 5.14(aprovisions of clause (g) of the Loan Agreement and, without duplication, promptly from time to time below;
(d) upon the request of the Secured PartyAdministrative Agent, enter into cause the Administrative Agent to be listed as the lienholder on any certificate of title covering any Motor Vehicle owned by such control agreements, each in form Securing Party and substance reasonably acceptable within 120 days of the acquisition thereof deliver evidence of the same to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual PropertyAdministrative Agent;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Administrative Agent may reasonably require in order to reflect the security interests granted by this Agreement; and;
(gf) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyAdministrative Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Administrative Agent to be present at such Grantor’s Securing Party's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Securing Party with respect to the Collateral, all in such manner as the Secured Party Administrative Agent may require; and
(g) upon the occurrence and during the continuance of any Default, upon request of the Administrative Agent, promptly notify (and each Securing Party hereby authorizes the Administrative Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Administrative Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Administrative Agent.
Appears in 1 contract
Delivery and Other Perfection. The Grantors Concurrently with the execution and delivery of this Agreement, and concurrently with the acquisition of any additional Collateral at any time after the date hereof (including the establishment of the Preferred Equity Account), the Borrower shall take such actions as shall be necessary to effect Delivery of such Collateral to the Secured Party. In addition, and without limiting the generality of the foregoing, the Borrower shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary or desirable in the judgment of (or as may be requested by the Secured Party Party) to create, preserve, perfect, maintain the perfection of and first priority nature of, or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, including (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Instruments, Tangible Chattel Paper, Electronic Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Secured Party to obtain Control with respect thereto, and without limiting the foregoing, shall:
(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any Grantor, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the CollateralCollateral in all material respects, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and;
(gb) as not take any action to terminate the Custodian Agreement or Control Agreement without Secured Party’s consent;
(c) cause agreements substantially in the form of the Custodian Agreement and the Control Agreement to be in effect at all times with an entity satisfactory to the extent required pursuant to Section 5.6(bSecured Party acting as custodian;
(d) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours hours, to inspect and make abstracts from its books and records pertaining to the Collateral, Collateral and permit representatives of the Secured Party to be present at such Grantorthe Borrower’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor the Borrower with respect to the Collateral, all in such manner as the Secured Party may reasonably require.
Appears in 1 contract
Sources: Security Agreement
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Securing Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets constituting part property required to be pledged by such Securing Party under clauses (a), (b) and (c) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Securing Party, forthwith either (xi) transfer and deliver to the Secured Collateral Agent such shares or securities so received by such Securing Party (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral or (ii) take such other action as the Collateral Agent shall reasonably deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said clauses (a), (b) and (c);
(b) deliver and pledge to the Collateral Agent, upon its request, any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Agent may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor such Securing Party may retain for collection in the ordinary course any Instruments received by such Grantor Securing Party in the ordinary course of businessbusiness and the Collateral Agent shall, promptly upon request of such Securing Party through the Borrower, make appropriate arrangements for making any Instrument pledged by such Securing Party available to such Securing Party for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Collateral Agent, against trust receipt or like document);
(c) subject with respect to any Collateral in which any Securing Party has any right, title or interest that constitutes an uncertificated security, upon request by the post-closing period provided Collateral Agent, such Securing Party shall cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in Section 5.14(a) writing with such Securing Party and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured such Securing Party, enter into such control agreements, each agreement to be in form and substance reasonably acceptable satisfactory to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereofCollateral Agent;
(d) promptly from time with respect to time any Collateral in which any Securing Party has any right, title or interest that constitutes a Security Entitlement, upon request by the request Collateral Agent, such Securing Party shall cause the Securities Intermediary (as defined in the Uniform Commercial Code) thereof either (i) to register the Collateral Agent as the holder of the Secured Security Entitlement or (ii) to agree in writing with such Securing Party and the Collateral Agent that such Securities Intermediary will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Securing Party, execute such agreement to be in form and deliver such short-form security agreements as the Secured Party may substance reasonably deem necessary or desirable satisfactory to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual PropertyAgent;
(e) [reserved]give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Collateral Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Collateral Agent or its nominee (and the Collateral Agent agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Collateral Agent will thereafter promptly give to the respective Securing Party copies of any notices and communications received by it with respect to the Stock Collateral pledged by such Securing Party hereunder), provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (i) below;
(f) without limiting the obligations of such Securing Party under Section 5.04(c) hereof, upon the acquisition after the date hereof by such Securing Party of any Equipment covered by a certificate of title or ownership, at the request of the Collateral Agent, cause the Collateral Agent to be listed as the lienholder on such certificate of title and within 120 days of such request deliver evidence of the same to the Collateral Agent;
(g) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement;
(h) furnish to the Collateral Agent from time to time (but, unless an Event of Default shall have occurred and be continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Copyright Collateral, Patent Collateral and Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, Patent Collateral and Trademark Collateral, as the Collateral Agent may reasonably request, all in reasonable detail;
(i) promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any statements, schedules or reports pursuant to clause (h) above, modify this Agreement by amending Annexes 2, 3 and/or 4 hereto, as the case may be, to include any Copyright, Patent or Trademark that becomes part of the Collateral under this Agreement;
(j) promptly after such Securing Party shall acquire or form any Subsidiary that becomes an Additional Guarantor pursuant to Section 6.09 of the Credit Agreement, deliver to the Collateral Agent an amendment to Annex 1 hereto, such that after giving effect to such acquisition or formation, the representations set forth in Sections 2(b) and (c) hereof (assuming that each reference to "the date hereof" therein referred to the date of such acquisition or formation) shall be true and complete as of such date; and
(gk) as and to the extent required promptly after such Securing Party shall acquire or form any Subsidiary that becomes an Additional Guarantor pursuant to Section 5.6(b) 6.09 of the Loan Credit Agreement, permit representatives cause the execution and delivery by such Person of a security agreement supplement in substantially the Secured form of Exhibit A hereto (each a "Security Agreement Supplement") in consequence of which (i) such Person shall be referred to as an "Additional Securing Party" and shall be and become a Securing Party hereunder and each reference in this Agreement and the other Credit Documents to "Securing Party" shall also mean and be a reference to such Additional Securing Party, upon reasonable noticeand (ii) the supplemental Annexes 1 through 6 attached to each Security Agreement Supplement shall be incorporated into and become a part of and supplement Annexes 1 through 6, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateralrespectively, hereto, and permit representatives of the Secured Party Collateral Agent may attach such supplemental Annexes to such Annexes; and each reference to such Annexes shall mean and be present at a reference to such Grantor’s place of business Annexes as supplemented pursuant to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor with respect to the Collateral, all in such manner as the Secured Party may requireeach Security Agreement Supplement.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Winstar Communications Inc)
Delivery and Other Perfection. The Grantors Each Credit Party shall:
(a) if any of the shares, securities, moneys or property required to be pledged and charged by such Credit Party under clauses (c)(i) and (c)(ii) of Section 3 hereof are received by such Credit Party forthwith, either (x) transfer and deliver to the Trustee (or to the Agent or third party under any Intercreditor Agreement as provided thereunder) such shares, securities, moneys or property so received by such Credit Party (together with the certificates, if any, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Trustee (or the Agent or third party), pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as shall be necessary to duly record the Lien created hereunder in such shares, securities, moneys or property in said clauses (c)(i) and (c)(ii), including, with respect to the Lien on the shares of an Equity Issuer which are not represented by certificates, the registration in the shareholders register of such Equity Issuer of appropriate entries evidencing said Lien;
(b) deliver and pledge to the Trustee (or to the Agent or third party under any Intercreditor Agreement as provided thereunder) any and all Instruments (other than checks) constituting part of the Collateral in which such Credit Party purports to grant a security interest hereunder, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance necessary to effectuate the security interest granted hereunder; provided, that so long as no Event of Default shall have occurred and be continuing, unremedied and unwaived, such Credit Party may retain for collection in the ordinary course any Instruments received by such Credit Party in the ordinary course of its business and the Trustee shall, promptly from time upon request of such Credit Party through the Company, make arrangements against trust receipt or like document for making any Instrument pledged by such Credit Party available to time such Credit Party for purposes of presentation, collection or renewal;
(c) deliver and pledge to the Trustee (or to the Agent or third party under any Intercreditor Agreement as provided thereunder) any and all promissory notes or other instruments constituting part of the Collateral and evidencing any of the Pledged Indebtedness in excess of $200,000, endorsed and/or accompanied by such instruments of assignment and transfer in such form as shall be necessary to perfect the Lien of the Trustee in such promissory notes and instruments;
(d) give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may as, subject to Section 6.02 of the Indenture, shall be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of perfect or validate the security interest granted pursuant hereto and the priority thereof or to enable the Secured Party Trustee to exercise and enforce its rights hereunder with respect to such security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Trustee or its nominee (and without limiting the foregoing, shall:
(a) Trustee agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any Grantor, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which Trustee will thereafter shall be held promptly upon request therefor by the Secured Party, pursuant Company give to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Credit Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or and communications received by such Grantor it with respect to the Collateral, all in Stock Collateral pledged and charged by such manner as the Secured Credit Party may require.hereunder);
Appears in 1 contract
Sources: Indenture (Global Crossing LTD)
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Securing Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets property required to be pledged by such Securing Party under clauses (a)(i) or (a)(ii) of Section 4 are received by such Securing Party forthwith, either (x) transfer and deliver to the Collateral Agent such shares or securities so received by such Securing Party (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Collateral Agent shall deem reasonably necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said clauses (a)(i) and (a)(ii);
(b) deliver and pledge to the Collateral Agent any and all Instruments constituting part of the Collateral are represented or otherwise evidenced in which such Securing Party purports to grant a security interest hereunder, endorsed and/or accompanied by physical certificates or such instruments of NON-SHARING SECURITY AND GUARANTEE AGREEMENT assignment and transfer in such form and substance as the Collateral Agent may request; PROVIDED, that so long as no Event of Default shall have occurred and be continuing, such Securing Party may retain for collection in the ordinary course any Instruments received by such Securing Party in the ordinary course of its business and the Collateral Agent shall, promptly upon request of such Securing Party through the Company, make appropriate arrangements for making any GrantorInstrument pledged by such Securing Party available to such Securing Party for purposes of presentation, forthwith collection or renewal (xany such arrangement to be effected, to the extent deemed appropriate by the Collateral Agent, against trust receipt or like document);
(c) deliver and pledge to the Secured Party Collateral Agent any and all promissory notes or other instruments evidencing any of the certificates or instruments representing or evidencing the samePledged Debt, duly endorsed in blank or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Agent may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Partygive, execute execute, deliver, file, register and deliver record, authorize or obtain all such short-form security financing statements, notices, instruments, documents, agreements or other papers, and take such other action, as the Secured Party may reasonably deem be necessary or desirable to protect (in the interests reasonable judgment of the Secured Collateral Agent) to create, preserve, publish notice of, perfect, validate or preserve the priority of the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including causing any or all of the Stock Collateral to be transferred of record into the name of the Collateral Agent or its nominee (and the Collateral Agent agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Collateral Agent will thereafter promptly give to the respective Securing Party copies of any notices and communications received by it with respect to the Stock Collateral pledged by such Securing Party hereunder), PROVIDED that notices to account debtors in respect of that portion any Accounts or Instruments shall be subject to the provisions of the Collateral consisting of Intellectual Propertyclause (h) below;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement; and;
(gf) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyCollateral Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and and, during the continuance of an Event of Default, permit representatives of the Secured Party Collateral Agent to be present at such Grantor’s Securing Party's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Securing Party with respect to the Collateral, all in such manner as the Secured Collateral Agent may reasonably require;
(g) execute and deliver and, subject to the execution thereof by the Collateral Agent, cause to be filed, such continuation statements, and do such other acts and things, as may be necessary to maintain the perfection of the security interest granted pursuant hereto; and NON-SHARING SECURITY AND GUARANTEE AGREEMENT
(h) without limiting the provisions of Section 5.02 hereof, upon the occurrence and during the continuance of any Default, upon request of the Collateral Agent, promptly notify (and such Securing Party may requirehereby authorizes the Collateral Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Securing Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:: -----------------------------
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets constituting part property required to be pledged by such Securing Party under clauses (a), (b) and (c) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Securing Party, forthwith either (x) transfer and deliver to the Secured Administrative Agent such shares or securities or other ownership interests so received by such Securing Party (together with the certificates for any such shares and securities or instruments representing or evidencing the same, other ownership interests duly endorsed in blank or accompanied by undated stock powers or other powers duly executed in blank), all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Administrative Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, other ownership interests, moneys or property in said clauses (a), (b) and (c);
(b) deliver and pledge to the Administrative Agent any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Administrative Agent may request; provided provided, that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be -------- continuing, each Grantor such Securing Party may retain for collection in the ordinary course any Instruments received by such Grantor it in the ordinary course of businessbusiness and the Administrative Agent shall, promptly upon request of such Securing Party, make appropriate arrangements for making any Instrument pledged by it available to such Securing Party for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document);
(c) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Securing Party copies of any notices and communications received by it with respect to the Stock Collateral pledged by such Security Party hereunder), provided that notices -------- to account debtors in respect of any Accounts or Instruments shall be subject to the post-closing period provided in Section 5.14(aprovisions of clause (g) of the Loan Agreement and, without duplication, promptly from time to time below;
(d) upon the request of the Secured PartyAdministrative Agent, enter into cause the Administrative Agent to be listed as the lienholder on any certificate of title covering any Motor Vehicle owned by such control agreements, each in form Securing Party and substance reasonably acceptable within 120 days of the acquisition thereof deliver evidence of the same to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual PropertyAdministrative Agent;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Administrative Agent may reasonably require in order to reflect the security interests granted by this Agreement; and;
(gf) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyAdministrative Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Administrative Agent to be present at such Grantor’s Securing Party's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Securing Party with respect to the Collateral, all in such manner as the Secured Party Administrative Agent may require; and
(g) upon the occurrence and during the continuance of any Default, upon request of the Administrative Agent, promptly notify (and each Securing Party hereby authorizes the Administrative Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Administrative Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Mediacom LLC)
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Each Obligor shall:
(a) (i) with respect to any Pledged Interests acquired, received or hereafter held by such Obligor, take such action as the Administrative Agent shall deem necessary or appropriate to perfect the pledge and security interest granted by Section 3 of this Agreement in such Pledged Interests, including without limitation (A) to the extent that they constitute Securities (as defined in Section 8-102(a)(15) of the Uniform Commercial Code) which are not represented by a certificate, cause the Other Issuer of such Pledged Interests to either register the Administrative Agent as the registered owner thereof or agree that it will comply with Instructions (as defined in Section 8-102(a)(12) of the Uniform Commercial Code) originated by the Administrative Agent with respect to such Pledged Interests without further consent by such Obligor and (B) to the extent that they constitute Securities (as defined in Section 8-102(a)(15) of the Uniform Commercial Code) which are represented by a certificate, deliver to the Administrative Agent any such certificates representing the Pledged Interests and (ii) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets constituting part property required to be pledged by such Obligor under clauses (a), (b) and (c) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Obligor, forthwith either (xA) transfer and deliver to the Secured Party Administrative Agent such shares or securities so received by such Obligor (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance undated stock powers or bond powers (as the Secured Party case may reasonably requestbe) duly executed in blank), all of which thereafter shall be held by the Secured PartyAdministrative Agent, pursuant to the terms of this Agreement, as part of the Collateral and or (yB) take such other action as the Secured Party may reasonably Administrative Agent shall deem necessary or appropriate to duly record or otherwise perfect the security interest Lien created hereunder in such Collateralshares, securities, monies or property referred to in said clauses (a), (b) and (c);
(b) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to create, preserve, perfect or validate the pledge and security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, causing any or all of the Collateral to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any Collateral is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly from time to time, deliver give to the Secured Party respective Obligor copies of any notices and all Instruments constituting part of communications received by it with respect to the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Administrative Agent may reasonably require in order to reflect the security interests granted by this Agreement; and;
(gd) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyAdministrative Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Administrative Agent to be present at such GrantorObligor’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Obligor with respect to the Collateral, all in such manner as the Secured Party Administrative Agent may require; and
(e) upon the occurrence and during the continuance of any Default, upon request of the Administrative Agent, promptly notify (and such Obligor hereby authorizes the Administrative Agent so to notify) each account debtor in respect of any Accounts that such Collateral has been assigned to the Administrative Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Administrative Agent.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Pledgor shall:: -----------------------------
(a) Subject to the rights of the Pledgor under Section 4.3 hereof, if ------- any of the Pledged Sharesabove-described shares, Investment Property securities, money or Financial Assets constituting part property required to be pledged by the Pledgor under clauses (a), (b) and (c) of the Collateral Section 3 ------- hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorthe Pledgor, forthwith either (xi) transfer and deliver to the Secured Party Pledgees such shares, securities, money or property so received by the Pledgor (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by such instruments of assignment and transfer undated powers duly executed in such form and substance as the Secured Party may reasonably request, blank) all of which thereafter shall be held by the Secured PartyPledgees, pursuant to the terms of this Agreement, as part of the Collateral and or (yii) take such other action as the Secured Party may Pledgees shall deem reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest Lien created hereunder in such Collateralshares, securities, money or property referred to in said clauses (a), (b) and (c);
(b) promptly from time to timegive, deliver to execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be reasonably necessary or desirable (in the Secured Party any and all Instruments constituting part judgment of the CollateralPledgees), endorsed to create, preserve, perfect or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect validate the security interest created hereby in any granted pursuant hereto or to enable the Pledgees to exercise and all Deposit Accounts (other than any Excluded Accounts)enforce its rights hereunder with respect to such pledge and security interest, Investment Propertyincluding, Electronic Chattel Paperwithout limitation, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request occurrence and continuation of the Secured Partya Default, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary causing any or desirable to protect the interests of the Secured Party in respect of that portion all of the Collateral consisting to be transferred of Intellectual Property;
record into the name of the Pledgees or their nominees (e) [reserved];
(f) keep full and accurate books and records relating the Pledgees agree that if any Collateral is transferred into its name or the name of its nominee, the Pledgees will thereafter promptly give to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward Pledgor copies of any notices or and communications received by such Grantor it with respect to the Collateral, all ); and
(c) permit representatives of the Pledgees to have access in such the same manner as is provided for in Section 7.2 of the Secured Party may requirePurchase Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Immunex Corp /De/)
Delivery and Other Perfection. The Grantors shall promptly from time to time giveMaintenance, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:etc.
(a) if any Delivery of the Pledged SharesInstruments, Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments Documents, Etc. Each Debtor shall deliver and received by any Grantor, forthwith (x) deliver pledge to the Secured Party or its Representative any and all Instruments, negotiable Documents, Chattel Paper and certificated securities (accompanied by stock powers executed in blank, which stock powers may be filled in and completed at any time upon the certificates or instruments representing or evidencing the same, occurrence of any Event of Default) duly endorsed in blank or and/or accompanied by such instruments of assignment and transfer executed by such Debtor in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party its Representative may request; provided provided, that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor Debtor may retain for collection in the ordinary course of business any Instruments Instruments, negotiable Documents and Chattel Paper received by such Grantor Debtor in the ordinary course of business;
, and the Secured Party or its Representative shall, promptly upon request of a Debtor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Debtor available to such Debtor for purposes of presentation, collection or renewal (c) any such arrangement to be effected, to the extent deemed appropriate by the Secured Party or its Representative, against a trust receipt or like document). If a Debtor retains possession of any Chattel Paper, negotiable Documents or Instruments pursuant to the terms hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the post-closing period provided security interest of Cavalry Fund I LP, in Section 5.14(a) its capacity as Collateral Agent for the benefit of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured PartyPurchasers, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor with respect to the Collateral, all in such manner as the Secured Party may requiresecured party.”
Appears in 1 contract
Sources: Security Agreement
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Company shall:
(a) a. if any of the Pledged Sharesabove-described shares, Investment Property securities, monies or Financial Assets constituting part property required to be pledged by the Company under clauses (a), (b) and (c) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorthe Company, forthwith either (x) transfer and deliver to the Secured Party Agent, for the equal and ratable benefit of each of the Purchasers, such shares or securities so received by the Company (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) all of which thereafter shall be held by the Agent, for the equal and ratable benefit of each of the Purchasers, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Purchasers shall reasonably deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, monies or property referred to in said clauses (a), (b) and (c) of Section 3;
b. deliver and pledge to the Agent, at the Purchasers’ request, any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Purchasers may request; provided provided, that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor the Company may retain for collection in the ordinary course any Instruments received by such Grantor it in the ordinary course of business;
c. give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (cin the reasonable judgment of the Purchasers) to create, preserve, perfect or validate any security interest granted pursuant hereto or to enable the Purchasers to exercise and enforce their rights hereunder with respect to such security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Purchasers or their nominee (and the Purchasers agree that if any Stock Collateral is transferred into its name or the name of its nominee, the Purchasers will thereafter promptly give to the Company copies of any notices and communications received by it with respect to the Stock Collateral), provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the post-closing period provided in provisions of Section 5.14(a) 4.09 below;
d. upon the acquisition after the date hereof by the Company of any Equipment covered by a certificate of title or ownership, cause the Purchasers to be listed as the lienholder on such certificate of title and within 120 days of the Loan Agreement and, without duplication, promptly from time to time upon the request acquisition thereof deliver evidence of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable same to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereofPurchasers;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) e. keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Purchasers may reasonably require in order to reflect the security interests granted by this Agreement; and;
(g) as and f. furnish to the extent required pursuant Purchasers from time to Section 5.6(btime (but, unless an Event of Default shall have occurred and be continuing, no more frequently than quarterly) of statements and schedules further identifying and describing the Loan AgreementCopyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as the Purchasers may reasonably request, all in reasonable detail;
g. permit representatives of the Secured PartyPurchasers, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Purchasers to be present at such Grantorthe Company’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor the Company with respect to the Collateral, all in such manner as the Secured Party Purchasers may reasonably require; and
h. upon the occurrence and during the continuance of any Event of Default, promptly notify each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Purchasers.
Appears in 1 contract
Delivery and Other Perfection. The Grantors Grantor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any the Grantor, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, time deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes promissory notes described in Annex 2 3 (Part B)) so long as no Event of Default shall have occurred and be continuing, each the Grantor may retain for collection in the ordinary course any Instruments received by such the Grantor in the ordinary course of businessbusiness and the Secured Party shall, promptly upon request of the Grantor, make appropriate arrangements for making any Instrument delivered by the Grantor available to the Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Secured Party, against trust receipt or like document);
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Paper and Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved]promptly upon request of the Secured Party, cause the Secured Party to be listed as the lienholder on any certificate of title or ownership covering any Motor Vehicle (other than Motor Vehicles constituting Inventory) and within 120 days of such request deliver evidence of the same to the Secured Party;
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such the Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such the Grantor with respect to the Collateral, all in such manner as the Secured Party may require.
Appears in 1 contract
Sources: Security Agreement (American Lithium Minerals, Inc.)
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Company shall:
4.1.1 as soon as practicable (abut in any event within thirty (30) if any of days after the Pledged Sharesdate hereof), Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any Grantor, forthwith (x) transfer and deliver to the Secured Party Escrow Agent for maintaining in escrow pursuant to the Escrow Agreement, (1) the Initial Pledged Stock (together with the certificates or instruments representing or evidencing the same, for all such shares and securities duly endorsed in blank or accompanied by appropriate and undated stock powers duly executed in blank) and (2) within thirty (30) days following the 2009 Note Satisfaction, the Additional Pledged Stock, (together with the certificates for all such instruments shares and securities duly endorsed in blank or accompanied by appropriate and undated stock powers duly executed in blank), and no later than thirty (30) days after receipt of assignment and transfer in such form and substance as any other Stock Collateral by the Secured Party may reasonably requestCompany, all of which thereafter shall be held by the Secured PartyEscrow Agent, pursuant to the terms of this Agreement and the Escrow Agreement, as part of the Collateral Collateral, and (y) take such other action as the Secured Party may Agent shall reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest Lien created hereunder in such Stock Collateral;
(b) promptly from ; the Company hereby acknowledges and agrees that time to time, deliver to the Secured Party any and all Instruments constituting part shall be of the Collateralessence with respect to its obligations under this Section 4.1.1, endorsed or accompanied by such instruments and the failure to timely deliver the Stock Collateral into the possession of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than Escrow Agent in the case time required by this Section 4.1.1 shall be specific breach of this Agreement by the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuingCompany; and
4.1.2 give, each Grantor may retain for collection in the ordinary course execute, deliver, file and/or record any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement andfinancing statement, without duplicationnotice, promptly from time to time upon the request of the Secured Partyinstrument, enter into such control agreementsdocument, each in form and substance reasonably acceptable to the Secured Party, as agreement or other papers that may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect (in the interests reasonable judgment of the Secured Party in respect of that portion of Agent, whether within the Collateral consisting of Intellectual Property;
(eUnited States, Hong Kong or China) [reserved];
(f) keep full to create, preserve, perfect or validate any security interest granted pursuant hereto or to enable the Agent to exercise and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor enforce their rights hereunder with respect to such security interest, provided however that this shall not include causing any or all of the Collateral, all in such manner as Stock Collateral to be transferred of record into the Secured Party may requirename of the Agent or its nominee.
Appears in 1 contract
Sources: Pledge Agreement (BMP Sunstone CORP)
Delivery and Other Perfection. The Grantors Grantor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any the Grantor, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Security Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, time deliver to the Secured Party any and all Instruments constituting part of the CollateralCollateral (other than the share certificates of Nexsan Technologies Incorporated), endorsed or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each the Grantor may retain for collection in the ordinary course any Instruments received by such the Grantor in the ordinary course of businessbusiness and the Secured Party shall, promptly upon request of the Grantor, make appropriate arrangements for making any Instrument delivered by the Grantor available to the Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Secured Party, against trust receipt or like document);
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Paper and Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved]promptly upon request of the Secured Party, cause the Secured Party to be listed as the lienholder on any certificate of title or ownership covering any Motor Vehicle (other than Motor Vehicles constituting Inventory) and within 120 days of such request deliver evidence of the same to the Secured Party;
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Security Agreement; and
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such the Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such the Grantor with respect to the Collateral, all in such manner as the Secured Party may require.
Appears in 1 contract
Delivery and Other Perfection. The Grantors Each Credit Party shall:
(a) if any of the shares, securities, moneys or property required to be pledged and charged by such Credit Party under clauses (c)(i) and (c)(ii) of Section 3 hereof are received by such Credit Party forthwith, either (x) transfer and deliver to the Trustee (or to the Agent or third party under any Intercreditor Agreement as provided in Article III thereof) such shares, securities, moneys or property so received by such Credit Party (together with the certificates, if any, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Trustee (or the Agent or third party), pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as shall be necessary to duly record the Lien created hereunder in such shares, securities, moneys or property in said clauses (c)(i) and (c)(ii), including, with respect to the Lien on the shares of an Equity Issuer which are not represented by certificates, the registration in the shareholders register of such Equity Issuer of appropriate entries evidencing said Lien;
(b) deliver and pledge to the Trustee (or to the Agent or third party under any Intercreditor Agreement as provided in Article III thereof) any and all Instruments (other than checks) constituting part of the Collateral in which such Credit Party purports to grant a security interest hereunder, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance necessary to effectuate the security interest granted hereunder; provided, that so long as no Event of Default shall have occurred and be continuing, unremedied and unwaived, such Credit Party may retain for collection in the ordinary course any Instruments received by such Credit Party in the ordinary course of its business and the Trustee shall, promptly from time upon request of such Credit Party through the Company, make arrangements against trust receipt or like Global Security Agreement document for making any Instrument pledged by such Credit Party available to time such Credit Party for purposes of presentation, collection or renewal;
(c) deliver and pledge to the Trustee (or to the Agent or third party under any Intercreditor Agreement as provided in Article III thereof) any and all promissory notes or other instruments constituting part of the Collateral and evidencing any of the Pledged Indebtedness in excess of $200,000, endorsed and/or accompanied by such instruments of assignment and transfer in such form as shall be necessary to perfect the Lien of the Trustee in such promissory notes and instruments;
(d) give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may as, subject to Section 6.02 of the Indenture, shall be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of perfect or validate the security interest granted pursuant hereto and the priority thereof or to enable the Secured Party Trustee to exercise and enforce its rights hereunder with respect to such security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Trustee or its nominee (and without limiting the foregoing, shall:
(a) Trustee agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Pledged Shares, Investment Property or Financial Assets constituting part Trustee will thereafter promptly upon request therefor by the Company give to such Credit Party copies of the Collateral are represented or otherwise evidenced by physical certificates or instruments any notices and communications received by any Grantor, forthwith (x) deliver it with respect to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied Stock Collateral pledged and charged by such instruments of assignment and transfer in such form and substance as the Secured Credit Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part Bhereunder)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order shall be necessary ▇▇ ▇rder to reflect the security interests granted by this Agreement; and;
(gf) as following the occurrence and to during the extent required pursuant to Section 5.6(b) continuance, unremedied and unwaived, of the Loan Agreementan Event of Default, permit representatives of the Secured PartyTrustee, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Trustee to be present at such Grantor’s Credit Party's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Credit Party with respect to the Collateral, all in such manner as the Secured Trustee may reasonably require; and
(g) subject to Section 6.02 of the Indenture, execute and deliver and cause to be filed, such continuation statements, and do such other acts and things, as may be necessary to maintain the perfection and priority of the security interest granted pursuant hereto. Anything herein to the contrary notwithstanding, it is understood and agreed that, as provided in Section 6.03(a) of the Indenture:
(i) as to Property of any Credit Party may requirelocated in any jurisdiction owned by such Credit Party on the date hereof that is not covered by the Lien of a particular Security Document other than this Agreement, such Credit Party shall be deemed to have complied with the requirements of this Section 4.01 if, as contemplated by Exhibit F to Global Security Agreement the Indenture, the Administrative Agent and the Official Creditors' Committee confirm in writing to the Trustee that the conditions set forth in said Exhibit F have been satisfied;
(ii) as to Property of any Credit Party located in any jurisdiction, whether now owned or hereafter acquired, that is covered by the Lien of a particular Security Document other than this Agreement (or that is contemplated by such Security Document to be covered by such Lien if acquired after the date hereof), such Credit Party shall be deemed to have complied with the requirements of this Section 4.01 if such Credit Party complies with the requirements of such Security Document;
(iii) as to all other Property hereafter acquired by any Credit Party, such Credit Party shall (subject to Section 6.02 of the Indenture) comply with the requirements of this Section 4.01;
(iv) as to any contract or agreement to which any Credit Party is a party on the date hereof that requires the consent of a third party in order to create a lien in such contract or agreement, such Credit Party shall be deemed to have complied with the requirements of this Section 4.01 if, after utilizing commercially reasonable efforts in an attempt to so obtain such consent, as contemplated by Exhibit F to the Indenture, the Administrative Agent and the Official Creditors' Committee confirm in writing to the Trustee that the conditions set forth in said Exhibit F have been satisfied; and
(v) as to any contract or agreement to which any Credit Party becomes a party after the date hereof that requires the consent of a third party in order to create a Lien in such contract or agreement, such Credit Party shall be deemed to have complied with the requirements of this Section 4.01, notwithstanding that such consent has been refused, if it shall have used commercially reasonable efforts to obtain such consent (and shall so certify in the first Officers' Certificate delivered pursuant to Section 6.03(c)(ii)(B) of the Indenture after the date of such refusal).
Appears in 1 contract
Sources: Indenture (Global Crossing LTD)
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Grantor Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets property required to be pledged by such Grantor Party under clauses (a)(i) or (a)(ii) of Section 3 are received by such Grantor Party forthwith, transfer and deliver to the Trustee such shares or securities so received by such Grantor Party (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Trustee, pursuant to the terms of this Agreement, as part of the Collateral;
(b) deliver and pledge to the Trustee any and all Instruments constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorin which such Grantor Party purports to grant a security interest hereunder, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Trustee may request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor Party may reasonably requestretain for collection in the ordinary course any Instruments received by such Grantor Party in the ordinary course of its business and the Trustee shall, all promptly upon request of which thereafter shall such Grantor Party through the Company, make appropriate arrangements for making any Instrument pledged by such Grantor Party available to such Grantor Party for purposes of presentation, collection or renewal (any such arrangement to be held effected, to the extent deemed appropriate by the Secured PartyTrustee, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary against trust receipt or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collaterallike document);
(bc) promptly from time to time, deliver and pledge to the Secured Party Trustee any and all Instruments constituting part promissory notes or other instruments evidencing any of the CollateralPledged Debt, endorsed or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Trustee may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Partygive, execute execute, deliver, file, register and deliver record, authorize or obtain all such short-form security financing statements, notices, instruments, documents, agreements or other papers, and take such other action, as the Secured Party may reasonably deem be necessary or desirable to protect (in the interests reasonable judgment of the Secured Trustee) to create, preserve, publish notice of, perfect, validate or preserve the perfection and priority of the security interest granted pursuant hereto or to enable the Trustee to exercise and enforce its rights hereunder with respect to such pledge and security interest, including causing any or all of the Stock Collateral to be transferred of record into the name of the Trustee or its nominee (and the Trustee agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Trustee will thereafter promptly give to the respective Grantor Party copies of any notices and communications received by it with respect to the Stock Collateral pledged by such Grantor Party hereunder), provided that notices to account debtors in respect of that portion any Accounts or Instruments shall be subject to the provisions of the Collateral consisting of Intellectual Propertyclause (h) below;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Trustee may reasonably require in order to reflect the security interests granted by this Agreement; and;
(gf) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyTrustee, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and and, during the continuance of an Event of Default, permit representatives of the Secured Party Trustee to be present at such GrantorGrantor Party’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Party with respect to the Collateral, all in such manner as the Secured Trustee may reasonably require;
(g) execute and deliver and, subject to the execution thereof by the Trustee, cause to be filed, such continuation statements, and do such other acts and things, as may be necessary to maintain the perfection of the security interest granted pursuant hereto; and
(h) without limiting the provisions of Section 4.02 hereof, upon the occurrence and during the continuance of any Default, upon request of the Trustee, promptly notify (and such Grantor Party may requirehereby authorizes the Trustee so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Trustee hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Trustee.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Securing Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets property required to be pledged by such Securing Party under clauses (a)(i) or (a)(ii) of Section 3 are received by such Securing Party forthwith, either (x) transfer and deliver to the Applicable Secured Party such shares or securities so received by such Securing Party (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Applicable Secured Party, pursuant to the terms of the Senior Non-Sharing Security and Guarantee Agreement or this Agreement (as applicable), as part of the Senior Collateral (at any time prior to the Senior Payment Date) or the Collateral (at any time after the Senior Payment Date) or (y) take such other action as the Collateral Agent pursuant to the Senior Non-Sharing Security and Guarantee Agreement (at all times prior to the Senior Payment Date) or the Trustee (at any time on or after the Senior Payment Date) shall deem reasonably necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said clauses (a)(i) and (a)(ii);
(b) deliver and pledge to the Applicable Secured Party any and all Instruments constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorin which such Securing Party purports to grant a security interest hereunder, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, Collateral Agent pursuant to the terms Senior Non-Sharing Security and Guarantee Agreement (at all times prior to the Senior Payment Date) or the Trustee (at any time on or after the Senior Payment Date) may request; PROVIDED, that so long as no Event of this AgreementDefault shall have occurred and be continuing, as part such Securing Party may retain for collection in the ordinary course any Instruments received by such Securing Party in the ordinary course of its business and the Applicable Secured Party shall, promptly upon request of such Securing Party through the Company, make appropriate arrangements for making any Instrument pledged by such Securing Party available to such Securing Party for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Collateral Agent pursuant to the Senior Non-Sharing Security and Guarantee Agreement (yat all times prior to the Senior Payment Date) take such other action as or the Secured Party may reasonably deem necessary Trustee (at any time on or appropriate to duly record after the Senior Payment Date), against trust receipt or otherwise perfect the security interest created hereunder in such Collaterallike document);
(bc) promptly from time to time, deliver and pledge to the Applicable Secured Party any and all Instruments constituting part promissory notes or other instruments evidencing any of the CollateralPledged Debt, endorsed or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Collateral Agent pursuant to the Senior Non-Sharing Security and Guarantee Agreement (at all times prior to the Senior Payment Date) or the Trustee (at any time on or after the Senior Payment Date) may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Partygive, execute execute, deliver, file, register and deliver record, authorize or obtain all such short-form security financing statements, notices, instruments, documents, agreements or other papers, and take such other action, as the Secured Party may reasonably deem be necessary or desirable to protect (in the interests reasonable judgment of the Collateral Agent pursuant to the Senior Non-Sharing Security and Guarantee Agreement (at all times prior to the Senior Payment Date) or the Trustee (at any time on or after the Senior Payment Date)) to create, preserve, publish notice of, perfect, validate or preserve the priority of the security interest granted pursuant hereto or to enable the Applicable Secured Party to exercise and enforce its rights hereunder with respect to such pledge and security interest, including causing any or all of the Stock Collateral to be transferred of record into the name of the Applicable Secured Party or its nominee (and the Trustee agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Trustee will thereafter promptly give to the respective Securing Party copies of any notices and communications received by it with respect to the Stock Collateral pledged by such Securing Party hereunder), PROVIDED that notices to account debtors in respect of that portion any Accounts or Instruments shall be subject to the provisions of the Collateral consisting of Intellectual Propertyclause (h) below;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Collateral Agent pursuant to the Senior Non-Sharing Security and Guarantee Agreement (at all times prior to the Senior Payment Date) or the Trustee (at any time on or after the Senior Payment Date) may reasonably require in order to reflect the security interests granted by this Agreement; and;
(gf) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyCollateral Agent pursuant to the Senior Non-Sharing Security and Guarantee Agreement (at all times prior to the Senior Payment Date) and the Trustee (at any time on or after the Senior Payment Date), upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and and, during the continuance of an Event of Default, permit representatives of the Secured Party Collateral Agent pursuant to the Senior Non-Sharing Security and Guarantee Agreement (at all times prior to the Senior Payment Date) and the Trustee (at any time on or after the Senior Payment Date) to be present at such Grantor’s Securing Party's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Securing Party with respect to the Collateral, all in such manner as the Secured Collateral Agent pursuant to the Senior Non-Sharing Security and Guarantee Agreement (at all times prior to the Senior Payment Date) and the Trustee (at any time on or after the Senior Payment Date) may reasonably require;
(g) execute and deliver and, subject to the execution thereof by the Trustee, cause to be filed, such continuation statements, and do such other acts and things, as may be necessary to maintain the perfection of the security interest granted pursuant hereto; and
(h) without limiting the provisions of Section 4.02 hereof, upon the occurrence and during the continuance of any Default, upon request of the Collateral Agent pursuant to the Senior Non-Sharing Security and Guarantee Agreement (at all times prior to the Senior Payment Date) or the Trustee (at any time on or after the Senior Payment Date), promptly notify (and such Securing Party may requirehereby authorizes the Trustee so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Trustee hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Trustee.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Borrower shall:
(a) if any of the Pledged Sharesabove-described shares, Investment Property securities, monies or Financial Assets constituting part property required to be pledged by the Borrower under clauses (a), (b) and (c) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorthe Borrower, forthwith either (x) transfer and deliver to the Secured Party Agent such shares or securities so received by the Borrower (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) all of which thereafter shall be held by the Agent, pursuant to the terms of this Agreement, as part of the Collateral (and until so transferred and delivered to the Agent, all such shares, securities, monies or property shall be held in trust by the Borrower for and as the property of the Agent (for the benefit of the Lenders) or (y) take such other action as the Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, monies or property referred to in said clauses (a), (b) and (c);
(b) deliver and pledge to the Agent (for the benefit of the Lenders) any and all Instruments, including, without limitation, all Inter-company Notes, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Agent may request; provided PROVIDED that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor the Borrower may retain for collection in the ordinary course any Instruments received by such Grantor it in the ordinary course of businessbusiness and the Agent shall, promptly upon request of the Borrower, make appropriate arrangements for making any other Instrument pledged by the Borrower available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Agent, against trust receipt or like document); PROVIDED, FURTHER, that so long as no Default shall have occurred and be continuing, if any Inter-company Note pledged by the Borrower has been transferred by the Borrower to a Subsidiary Guarantor as permitted by Section 8.05(c)(iv) of the Credit Agreement, the Agent shall, promptly upon the request of the Borrower, deliver such Inter-company Note to such Subsidiary Guarantor for purposes of effecting such transfer, PROVIDED that, except in connection with the cancellation of such Inter-company Note, the Agent shall receive in exchange therefor, a substitute Inter-company Note payable to the such Subsidiary Guarantor in a like aggregate unpaid principal amount;
(c) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Agent) to create, preserve, perfect or validate any security interest granted pursuant hereto or to enable the Agent to exercise and enforce its rights hereunder with respect to such security interest, including, without limitation, causing any or all of the Equity Collateral to be transferred of record into the name of the Agent or its nominee (and the Agent agrees that if any Equity Collateral is transferred into its name or the name of its nominee, the Agent will thereafter promptly give to the Borrower copies of any notices and communications received by it with respect to the Equity Collateral pledged by the Borrower hereunder), provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the post-closing period provided in Section 5.14(aprovisions of clause (i) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereofbelow;
(d) promptly from time to time without limiting the obligations of the Borrower under Section 5.04(c) hereof, upon the request acquisition after the date hereof by the Borrower of any Equipment covered by a certificate of title or ownership, cause the Agent to be listed as the lienholder on such certificate of title and within 120 days of the Secured Party, execute and acquisition thereof deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests evidence of the Secured Party in respect of that portion of same to the Collateral consisting of Intellectual PropertyAgent;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Agent may reasonably require in order to reflect the security interests granted by this Agreement; and;
(f) furnish to the Agent from time to time (but, unless a Default shall have occurred and be continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Copyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as the Agent may reasonably request, all in reasonable detail;
(g) as and to promptly upon request of the extent required Agent, following receipt by the Agent of any statements, schedules or reports pursuant to Section 5.6(bclause (f) above, modify this Agreement by amending Annex 2, 3 or 4 hereto, as the case may be, to include any Copyright, Patent or Trademark which becomes part of the Loan Collateral under this Agreement, ;
(h) permit representatives of the Secured PartyAgent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Agent to be present at such Grantor’s the Borrower's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor the Borrower with respect to the Collateral, Collateral all in such manner as the Secured Party Agent may require;
(i) upon the occurrence and during the continuance of any Default, upon request of the Agent, promptly notify (and the Borrower hereby authorizes the Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Agent; and
(j) in the event of any termination, revocation or return of sums contained in any escrow account, trust account or escrow or trust arrangement in which the Borrower has a direct or indirect interest, whether legal or equitable, promptly deposit any amounts recovered by the Borrower from any such account or from any Person who theretofore received any such amount from any such account, directly into the Collateral Account.
Appears in 1 contract
Delivery and Other Perfection. The Grantors Concurrently with the execution and delivery of this Agreement, and concurrently with the acquisition of any additional Collateral at any time after the date hereof, Borrower shall take such actions as shall be necessary to effect Delivery of such Collateral to Secured Party. In addition, and without limiting the generality of the foregoing, Borrower shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary or desirable in the judgment of the (or as may be requested by Secured Party Party) to create, preserve, perfect, maintain the perfection of and first priority nature of, or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, including (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Instruments, Tangible Chattel Paper, Electronic Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable Secured Party to obtain Control with respect thereto, and without limiting the foregoing, shall:
(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any Grantor, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the CollateralCollateral in all material respects, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and;
(gb) as and not take any action to terminate the extent required pursuant to Section 5.6(bCustodian Agreement or Control Agreement without Secured Party’s consent;
(c) cause agreements substantially in the form of the Loan Agreement, Custodian Agreement and the Control Agreement to be in effect at all times with an entity satisfactory to Secured Party acting as custodian;
(d) permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours hours, to inspect and make abstracts from its books and records pertaining to the Collateral, Collateral and permit representatives of the Secured Party to be present at such GrantorBorrower’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Borrower with respect to the Collateral, all in such manner as the Secured Party may reasonably require.
Appears in 1 contract
Sources: Security Agreement
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Each Debtor shall:
(a) if there shall be received by such Debtor any of the Pledged Sharesshares, Investment Property securities or Financial Assets constituting part property (other than cash unless required by the terms hereof to be delivered hereunder) required to be pledged by such Debtor under clauses (a), (b), (c), (d) and (e) of Section 3.01 hereof or any distribution of capital shall be made on or in respect of the Collateral are represented Pledged Interests or otherwise evidenced by physical certificates any property shall be distributed upon or instruments and received by with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of any GrantorLLC or Partnership, or pursuant to the reorganization thereof, forthwith either (xi) transfer and deliver to the Secured Party Administrative Agent such shares, capital, property or securities so received by such Debtor (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Pledged Collateral or (ii) take such other action as the Administrative Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, capital or property in said clauses (a), (b), (c), (d) and (e) and until such time of transfer hold such shares, securities, money, property or capital shall be held in trust for the sole benefit of the Lenders, segregated from of the other property of each Debtor;
(b) deliver and pledge to the Administrative Agent any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Administrative Agent may request; provided provided, however, that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor such Debtor may retain for collection in the ordinary course any Instruments received by such Grantor Debtor in the ordinary course of businessbusiness and the Administrative Agent shall, promptly upon request of such Debtor, make appropriate arrangements for making any other Instrument pledged by such Debtor available to such Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document);
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect maintain the security interest created hereby by this Agreement as a first priority perfected security interest and shall defend such security interest against claims and demands of all Persons whomsoever and give, execute, deliver, file and/or record any financing statement, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest (and each Debtor authorizes the Administrative Agent to file any and all Deposit Accounts (other than any Excluded Accountssuch financing or continuation statement without the signature of each Debtor to the extent permitted by applicable law), Investment Propertyincluding, Electronic Chattel Paperwithout limitation, Letter-of-Credit Rightsafter the occurrence and during the continuance of an Event of Default, causing any digital currencyor all of the Stock and Interests Collateral to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any Stock and Interests Collateral is transferred into its name or the name of its nominee, controllable electronic records, controllable accounts and controllable payment intangibles, and the Administrative Agent will thereafter promptly furnish give to the Secured Party true respective Debtor copies thereofof any notices and communications received by it with respect to the Stock and Interests Collateral) and if any amount payable under or in connection with any of the Interests or Partnership Interests shall be or become evidenced by any Instrument, such Instrument shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Pledged Collateral pursuant to this Agreement;
(d) promptly from time furnish to time the Administrative Agent upon its request statements and schedules further identifying and describing the request of Copyright Collateral, the Secured PartyPatent Collateral and the Trademark Collateral, execute respectively, and deliver such short-form security agreements other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as the Secured Party Administrative Agent may reasonably deem necessary or desirable to protect the interests of the Secured Party request, all in respect of that portion of the Collateral consisting of Intellectual Propertyreasonable detail;
(e) [reserved];
promptly upon request of the Administrative Agent, following receipt by the Administrative Agent of any statements, schedules or reports pursuant to clause (fd) keep full and accurate books and records relating to the Collateralabove, and stamp or otherwise mark such books and records in such manner modify this Agreement by amending Schedules 2, 3 and/or 4 hereto, as the Secured Party case may reasonably require in order be, to reflect include any Copyright, Patent or Trademark that becomes part of the security interests granted by Pledged Collateral under this Agreement; and
(gf) as upon the occurrence and to during the extent required pursuant to Section 5.6(b) continuance of the Loan Agreementany Event of Default, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Administrative Agent to be present at such Grantor’s Debtor's place of business to receive copies of all communications and remittances relating to the Pledged Collateral, and forward copies of any notices or communications received by such Grantor Debtor with respect to the Pledged Collateral, all in such manner as the Secured Party Administrative Agent may require.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Securing Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets constituting part property required to be pledged by such Securing Party under clauses (a), (b) and (c) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Securing Party, forthwith either (x) transfer and deliver to the Secured Administrative Agent such shares or securities or other ownership interests so received by such Securing Party (together with the certificates for any such shares and securities or instruments representing or evidencing the same, other ownership interests duly endorsed in blank or accompanied by such instruments of assignment and transfer undated stock powers or other powers duly executed in such form and substance as the Secured Party may reasonably requestblank), all of which thereafter shall be held by the Secured PartyAdministrative Agent, pursuant to the terms of this Agreement, as part of the Collateral and or (y) take such other action as the Secured Party may reasonably Administrative Agent shall deem necessary or appropriate to duly record or otherwise perfect the security interest Lien created hereunder in such Collateralshares, securities, other ownership interests, moneys or property in said clauses (a), (b) and (c);
(b) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, causing any or all of the Equity Collateral to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any Equity Collateral is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly from time to time, deliver give to the Secured respective Securing Party copies of any notices and all Instruments constituting part of communications received by it with respect to the Collateral, endorsed or accompanied Equity Collateral pledged by such instruments of assignment and transfer in such form and substance as the Secured Security Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part Bhereunder)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Administrative Agent may reasonably require in order to reflect the security interests granted by this Agreement; and
(gd) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyAdministrative Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Administrative Agent to be present at such GrantorSecuring Party’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Securing Party with respect to the Collateral, all in such manner as the Secured Party Administrative Agent may require.
Appears in 1 contract
Delivery and Other Perfection. The Grantors Company shall:
(a) do one of the following (as appropriate) with respect to each of the Pledged Assets owned by it:
(i) deliver or cause to be delivered to the Bank all Pledged Assets that are certificated securities (as defined in the Uniform Commercial Code) either (A) registered or issued in the name of, or payable or endorsed to bearer or to the order of, a nominee of the Bank or (B) endorsed in blank or accompanied by undated stock powers duly executed in blank, or
(ii) cause the making of the appropriate entries on the books of a financial intermediary (as defined in section 8-313(4) of the Uniform Commercial Code), reducing the account of the Company or (in the case of a transfer directly from a seller of securities to the Bank) the seller of such Pledged Assets, and increasing the account of the Bank, by the amount or number of such Pledged Assets and cause such financial intermediary to confirm to the Bank that it is in the custody of such Pledged Assets for account of the Bank and that appropriate entries have been made on its books and records, or
(iii) in the case of uncertificated securities (as defined in the Uniform Commercial Code), cause the making of appropriate entries on books maintained by or on behalf of the issuer for such purpose transferring such uncertificated securities into the name of the Bank or a nominee of the Bank;
(b) if any of the above-described shares, securities, monies or property required to be pledged by the Company under clauses (a) and (b) of Section 3 hereof are received by the Company, forthwith either (x) transfer and deliver to the Bank such shares or securities so received by the Company (together with any certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) all of which thereafter shall promptly from time be held by the Bank, pursuant to time the terms of this Agreement, as part of the Collateral or (y) take such other action as the Bank shall deem necessary or appropriate to duly record and perfect the Lien created hereunder in such shares, securities, monies or property referred to in said clauses (a) and (b);
(c) give, execute, deliver, filefile and/or record any financing statement, recordnotice, authorize or obtain all such financing statementsinstrument, continuation statementsdocument, notices, instruments, documents, agreements or consents agreement or other papers as that may be necessary or desirable (in the judgment of the Secured Party Bank) to create, preserve, perfect, maintain the perfection of perfect or validate the any security interest granted pursuant hereto or to enable the Secured Party Bank to exercise and enforce its rights hereunder with respect to such security interest, including, without limitation, causing any or all of the Pledged Assets to be transferred of record into the name of the Bank or its nominee (and without limiting the foregoing, shall:
(a) Bank agrees that if any of the Pledged SharesAssets are transferred into its name or the name of its nominee, Investment Property or Financial Assets constituting part the Bank will thereafter promptly give to the Company copies of the Collateral are represented or otherwise evidenced by physical certificates or instruments any notices and communications received by any Grantor, forthwith (x) deliver it with respect to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held Assets pledged by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part BCompany hereunder)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party Bank may reasonably re▇▇▇▇ably require in order to reflect the security interests granted by this Agreement; and
(ge) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyBank, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Bank to be present at such Grantor’s the Company's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor the Company with respect to the Collateral, Collateral all in such manner as the Secured Party Bank may require.
Appears in 1 contract
Delivery and Other Perfection. The Grantors Grantor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any the Grantor, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, time deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes promissory notes described in Annex 2 3 (Part B)) so long as no Event of Default shall have occurred and be continuing, each the Grantor may retain for collection in the ordinary course any Instruments received by such the Grantor in the ordinary course of businessbusiness and the Secured Party shall, promptly upon request of the Grantor, make appropriate arrangements for making any Instrument delivered by the Grantor available to the Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Secured Party, against trust receipt or like document);
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Paper and Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved]promptly upon request of the Secured Party, cause the Secured Party to be listed as the lienholder on any certificate of title or ownership covering any Motor Vehicle (other than Motor Vehicles constituting Inventory) and within 120 days of such request deliver evidence of the same to the Secured Party;
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such the Grantor’s 's place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such the Grantor with respect to the Collateral, all in such manner as the Secured Party may require.
Appears in 1 contract
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Securing Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets constituting part property required to be pledged by such Securing Party under clauses (a), (b) and (c) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Securing Party, forthwith either (xi) transfer and deliver to the Secured Administrative Agent such shares or securities so received by such Securing Party (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Collateral or (ii) take such other action as the Administrative Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said clauses (a), (b) and (c);
(b) deliver and pledge to the Administrative Agent any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Administrative Agent may request; provided PROVIDED that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor such Securing Party may retain for collection in the ordinary course any Instruments received by such Grantor Securing Party in the ordinary course of businessbusiness and the Administrative Agent shall, promptly upon request of such Securing Party through the Borrowers, make appropriate arrangements for making any Instrument pledged by such Securing Party available to such Securing Party for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document);
(c) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the Amended and Restated Pledge and Security Agreement ----------------------------- judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Securing Party copies of any notices and communications received by it with respect to the Stock Collateral pledged by such Securing Party hereunder), PROVIDED that notices to account debtors in respect of any Accounts or Instruments shall be subject to the post-closing period provided in Section 5.14(aprovisions of clause (i) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereofbelow;
(d) promptly from time to time without limiting the obligations of such Securing Party under Section 5.04(c) hereof, upon the acquisition after the date hereof by such Securing Party of any Equipment covered by a certificate of title or ownership, at the request of the Secured PartyAdministrative Agent, execute and deliver such short-form security agreements cause the Administrative Agent to be listed as the Secured Party may reasonably deem necessary or desirable to protect the interests lienholder on such certificate of title and within 120 days such request deliver evidence of the Secured Party in respect of that portion of same to the Collateral consisting of Intellectual PropertyAdministrative Agent;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such ▇▇▇h books and records in such manner as the Secured Party Administrative Agent may reasonably require in order to reflect the security interests granted by this Agreement; and;
(f) furnish to the Administrative Agent from time to time (but, unless a Default shall have occurred and be continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Copyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as the Amended and Restated Pledge and Security Agreement ----------------------------- Administrative Agent may reasonably request, all in reasonable detail;
(g) as and (i) within 15 days after the date hereof, deliver to the extent required Administrative Agent amendments to Annexes 2, 3, 4 and 5 hereto such that said Annexes 2, 3 and 4, respectively, set forth under the name of each Securing Party a complete and correct list of all Copyrights, Patents and Trademarks owned by such Securing Party on the date hereof and said Annex 5 sets forth a complete and correct list of all licenses and other user agreements included in the Intellectual Property on the date hereof; and (ii) promptly upon request of the Administrative Agent, following receipt by the Administrative Agent of any statements, schedules or reports pursuant to Section 5.6(bclause (f) above, modify this Agreement by amending Annexes 2, 3 and/or 4 hereto, as the case may be, to include any Copyright, Patent or Trademark that becomes part of the Loan Collateral under this Agreement, ;
(h) permit representatives of the Secured PartyAdministrative Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Administrative Agent to be present at such Grantor’s Securing Party's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Securing Party with respect to the Collateral, all in such manner as the Secured Party Administrative Agent may require;
(i) upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent, promptly notify (and such Securing Party hereby authorizes the Administrative Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Administrative Agent hereunder, and that any payments due or to become due Amended and Restated Pledge and Security Agreement ----------------------------- in respect of such Collateral are to be made directly to the Administrative Agent; and
(j) promptly after such Securing Party shall acquire or form any Subsidiary (other than a Subsidiary that is not required to become a Subsidiary Guarantor pursuant to Section 9.17(a) of the Credit Agreement), deliver to the Administrative Agent an amendment to Annex 1 hereto, such that after giving effect to such acquisition or formation, the representations set forth in Sections 2(b) and (c) hereof (assuming that each reference to "the date hereof" therein referred to the date of such acquisition or formation) shall be true and complete as of such date.
Appears in 1 contract
Sources: Pledge and Security Agreement (Commonwealth Aluminum Corp)
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Securing Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:: -----------------------------
(a) if any of the Pledged Sharesshares, Investment Property securities, moneys or Financial Assets property required to be pledged by such Securing Party under clauses (a)(i) or (a)(ii) of Section 3 are received by such Securing Party forthwith, either (x) transfer and deliver to the Applicable Secured Party such shares or securities so received by such Securing Party (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Applicable Secured Party, pursuant to the terms of the Senior Security Documents or this Agreement (as applicable), as part of the Senior Collateral (at any time prior to the Senior Payment Date) or the Collateral (at any time after the Senior Payment Date) or (y) take such other action as the Collateral Agent pursuant to the Senior Security Documents (at all times prior to the Senior Payment Date) or the Trustee (at any time on or after the Senior Payment Date) shall deem reasonably necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said clauses (a)(i) and (a)(ii);
(b) deliver and pledge to the Applicable Secured Party any and all Instruments constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorin which such Securing Party purports to grant a security interest hereunder, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, Collateral Agent pursuant to the terms Senior Security Documents (at all times prior to the Senior Payment Date) or the Trustee (at any time on or after the Senior Payment Date) may request; provided, that so -------- long as no Event of this AgreementDefault shall have occurred and be continuing, as part such Securing Party may retain for collection in the ordinary course any Instruments received by such Securing Party in the ordinary course of its business and the Applicable Secured Party shall, promptly upon request of such Securing Party through the Company, make appropriate arrangements for making any Instrument pledged by such Securing Party available to such Securing Party for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Collateral and Agent pursuant to the Senior Security Documents (yat all times prior to the Senior Payment Date) take such other action as or the Secured Party may reasonably deem necessary Trustee (at any time on or appropriate to duly record after the Senior Payment Date), against trust receipt or otherwise perfect the security interest created hereunder in such Collaterallike document);
(bc) promptly from time to time, deliver and pledge to the Applicable Secured Party any and all Instruments constituting part promissory notes or other instruments evidencing any of the CollateralPledged Debt, endorsed or and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Collateral Agent pursuant to the Senior Security Documents (at all times prior to the Senior Payment Date) or the Trustee (at any time on or after the Senior Payment Date) may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Partygive, execute execute, deliver, file, register and deliver record, authorize or obtain all such short-form security financing statements, notices, instruments, documents, agreements or other papers, and take such other action, as the Secured Party may reasonably deem be necessary or desirable to protect (in the interests of the Secured Party in respect of that portion reasonable judgment of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating Agent pursuant to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and
Senior Security Documents (g) as and at all times prior to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party to be present at such Grantor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor with respect to the Collateral, all in such manner as the Secured Party may require.Junior Security Agreement -------------------------
Appears in 1 contract
Delivery and Other Perfection. The Grantors Concurrently with, or without unreasonable delay after, the execution and delivery of this Agreement, and concurrently with, or without unreasonable delay after, the acquisition of any additional Collateral at any time after the date hereof, the Borrower shall take such actions as shall be necessary to effect Delivery of such Collateral to the Secured Party. In addition, and without limiting the generality of the foregoing, the Borrower shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary or desirable in the judgment of (or as may be requested by the Secured Party Party) to create, preserve, perfect, maintain the perfection of and first priority nature of, or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, including (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Instruments, Tangible Chattel Paper, Electronic Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Secured Party to obtain Control with respect thereto, and without limiting the foregoing, shall:
(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are represented or otherwise evidenced by physical certificates or instruments and received by any Grantor, forthwith (x) deliver to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the CollateralCollateral in all material respects, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interests granted by this Agreement; and;
(gb) as not take any action to terminate the Custody and Administration Agreement or Control Agreement without Secured Party’s consent;
(c) cause the Custody and Administration Agreement and the Control Agreement to be in effect at all times with an entity satisfactory to the extent required pursuant to Section 5.6(bSecured Party acting as custodian;
(d) of the Loan Agreement, permit representatives of the Secured Party, upon reasonable notice, at any time during normal business hours hours, to inspect and make abstracts from its books and records pertaining to the Collateral, Collateral and permit representatives of the Secured Party to be present at such Grantorthe Borrower’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor the Borrower with respect to the Collateral, all in such manner as the Secured Party may reasonably require.
Appears in 1 contract
Sources: Security Agreement
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Each Securing Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:
(a) if any of the Pledged Sharesshares, Investment Property securities, certificates, moneys or Financial Assets constituting part property required to be pledged by such Securing Party under clauses (a), (b), (c) and (d) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorsuch Securing Party, forthwith either (x) transfer and deliver to the Secured Administrative Agent such shares, securities or certificates so received by such Securing Party (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Administrative Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, certificates, moneys or property in said clauses (a), (b), (c) and (d);
(b) with respect to any limited partnership interest held by any Securing Party, execute and deliver written instructions to the partnership to register the Lien created hereunder in such limited partnership interest in the books and records maintained by such partnership for such registrations and cause such partnership to execute and deliver to the Administrative Agent a written confirmation to the effect that the Lien created hereunder in such limited partnership interest has been duly registered in such books and records;
(c) deliver and pledge to the Administrative Agent any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Administrative Agent may request; provided PROVIDED, that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor such Securing Party may retain for collection in the ordinary course any Instruments received by such Grantor Securing Party in the ordinary course of business;
business and the Administrative Agent shall, promptly upon request of such Securing Party through the Borrower, make appropriate arrangements for making any Instrument pledged by such Securing Party available to such Securing Party for purposes of presentation, collection or renewal (c) subject any such arrangement to be effected, to the post-closing period provided in Section 5.14(a) of extent deemed appropriate by the Loan Agreement andAdministrative Agent, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accountsagainst trust receipt or like document), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;; SECURITY AGREEMENT
(d) promptly from time to time upon the request of the Secured Partygive, execute and deliver such short-form security agreements as the Secured Party execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may reasonably deem be necessary or desirable to protect (in the interests judgment of the Secured Administrative Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Securing Party copies of any notices and communications received by it with respect to the Stock Collateral pledged by such Securing Party hereunder), PROVIDED that notices to account debtors in respect of that portion any Accounts or Instruments shall be subject to the provisions of the Collateral consisting of Intellectual Propertyclause (h) below;
(e) [reserved]at any time during the continuance of an Event of Default, upon request of the Administrative Agent, cause the Administrative Agent to be listed as the lienholder on any certificate of title or ownership covering any Motor Vehicle and within 120 days of such request deliver evidence of the same to the Administrative Agent;
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Administrative Agent may reasonably require in order to reflect the security interests granted by this Agreement; and;
(g) as and to the extent required pursuant to Section 5.6(b) of the Loan Agreement, permit representatives of the Secured PartyAdministrative Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Administrative Agent to be present at such Grantor’s Securing Party's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Securing Party with respect to the Collateral, all in such manner as the Secured Party Administrative Agent may require.; and
(h) upon the occurrence and during the continuance of any Default, upon request of the Administrative Agent, promptly notify (and such Securing Party hereby authorizes the Administrative Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Administrative Agent hereunder, and that any payments due or to become due in SECURITY AGREEMENT respect of such Collateral are to be made directly to the Administrative Agent;
Appears in 1 contract
Sources: Credit Agreement (Panavision Inc)
Delivery and Other Perfection. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, Company shall:
(a) if any of the Pledged Sharesshares, Investment securities, moneys or other Property or Financial Assets constituting part required to be pledged by the Company under clauses (a) and (b) of the Collateral Section 3 hereof are represented or otherwise evidenced by physical certificates or instruments and received by any Grantorthe Company, forthwith either (x) transfer and deliver to the Secured Party Agent such shares or securities so received by the Company (together with the certificates or instruments representing or evidencing the same, for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or Property in said clauses (a) and (b);
(b) deliver and pledge to the Agent any and all Instruments, including without limitation, any subordinated note delivered in connection with the Receivables Financing, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party Agent may reasonably request; PROVIDED, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor the Company may retain for collection in the ordinary course any Instruments received by such Grantor the Company in the ordinary course of businessbusiness and the Agent shall, promptly upon request of the Company, make appropriate arrangements for making any Instrument pledged by the Company available to the Company for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Agent, against trust receipt or like document);
(c) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, after the occurrence of an Event of Default, causing any or all of the Stock Collateral to be transferred of record into the name of the Agent or its nominee (and the Agent agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Agent will thereafter promptly give to the Company copies of any notices and communications received by it with respect to the Stock Collateral), PROVIDED that notices to account debtors in respect of any Accounts or Instruments shall be subject to the post-closing period provided in Section 5.14(aprovisions of clause (i) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereofbelow;
(d) promptly from time to time without limiting the obligations of the Company under Section 5.04(c) hereof, upon the request acquisition after the date hereof by the Company of any Equipment covered by a certificate of title or ownership, cause the Agent to be listed as the lienholder on such certificate of title and within 120 days of the Secured Party, execute and acquisition thereof deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests evidence of the Secured Party in respect of that portion of same to the Collateral consisting of Intellectual PropertyAgent;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party Agent may reasonably require in order to reflect the security interests granted by this Agreement; and;
(f) furnish to the Agent from time to time (but, unless an Event of Default shall have occurred and be continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Copyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as the Agent may reasonably request, all in reasonable detail;
(g) as and to promptly upon request of the extent required Agent, following receipt by the Agent of any statements, schedules or reports pursuant to Section 5.6(bclause (f) above, modify this Agreement by amending Annexes 2, 3 and/or 4 hereto, as the case may be, to include any Copyright, Patent or Trademark that becomes part of the Loan Collateral under this Agreement, ;
(h) permit representatives of the Secured PartyAgent, upon reasonable prior notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Agent to be present at such Grantor’s the Company's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor the Company with respect to the Collateral, all in such manner as the Secured Party Agent may require; and
(i) upon the occurrence and during the continuance of any Event of Default, upon request of the Agent, promptly notify (and the Company hereby authorizes the Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Agent.
Appears in 1 contract
Delivery and Other Perfection. The Grantors Each Credit Party shall:
(a) if any of the shares, securities, moneys or property required to be pledged by such Credit Party under clauses (c)(i) and (c)(ii) of Section 3 are received by such Credit Party forthwith, either (x) transfer and deliver to the Trustee (or to the Agent under the Intercreditor Agreement as provided in Article III thereof) such shares or securities so received by such Credit Party (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Trustee (or the Agent), pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as shall be necessary to duly record the Lien created hereunder in such shares, securities, moneys or property in said clauses (c)(i) and (c)(ii), including, with respect to the Lien on the shares of an Issuer which are not represented by certificates, the registration in the shareholders register of such Issuer of appropriate entries evidencing said Lien;
(b) deliver and pledge to the Trustee (or to the Agent under the Intercreditor Agreement as provided in Article III thereof) any and all Instruments (other than checks) constituting part of the Collateral in which such Credit Party purports to grant a security interest hereunder, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Trustee may request; provided, that so long as Security Agreement no Event of Default shall have occurred and be continuing, such Credit Party may retain for collection in the ordinary course any Instruments received by such Credit Party in the ordinary course of its business and the Trustee shall, promptly from time upon request of such Credit Party through the Company, make arrangements against trust receipt or like document for making any Instrument pledged by such Credit Party available to time such Credit Party for purposes of presentation, collection or renewal;
(c) deliver and pledge to the Trustee (or to the Agent under the Intercreditor Agreement as provided in Article III thereof) any and all promissory notes or other instruments constituting part of the Collateral and evidencing any of the Pledged Indebtedness in excess of $200,000, endorsed and/or accompanied by such instruments of assignment and transfer in such form as shall be necessary to perfect the Lien of the Trustee in such promissory notes and instruments;
(d) give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may shall be necessary or desirable in the judgment of the Secured Party to create, preserve, perfect, maintain the perfection of perfect or validate the security interest granted pursuant hereto or to enable the Secured Party Trustee to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Trustee or its nominee (and without limiting the foregoing, shall:
(a) Trustee agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Pledged Shares, Investment Property or Financial Assets constituting part Trustee will thereafter promptly upon request therefor by the Company give to such Credit Party copies of the Collateral are represented or otherwise evidenced by physical certificates or instruments any notices and communications received by any Grantor, forthwith (x) deliver it with respect to the Secured Party the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied Stock Collateral pledged by such instruments of assignment and transfer in such form and substance as the Secured Credit Party may reasonably request, all of which thereafter shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part Bhereunder)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(a) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;
(d) promptly from time to time upon the request of the Secured Party, execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of the Secured Party in respect of that portion of the Collateral consisting of Intellectual Property;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark ▇▇▇▇ such books and records in such manner as the Secured Party may reasonably require shall be necessary in order to reflect the security interests granted by this Agreement; and;
(gf) as following the occurrence and to during the extent required pursuant to Section 5.6(b) continuance of the Loan Agreementan Event of Default, permit representatives of the Secured PartyTrustee, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Trustee to be present at such Grantor’s Credit Party's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor Credit Party with respect to the Collateral, all in such manner as the Secured Party Trustee may reasonably require; and
(g) subject to Section 6.02 of the Indenture, execute and deliver and cause to be filed, such continuation statements, and do such other acts and things, as may be necessary to maintain the perfection of the security interest granted pursuant hereto.
Appears in 1 contract
Delivery and Other Perfection. The Grantors Borrower shall:
(a) if any of the above-described shares, securities, monies or property required to be pledged by the Borrower under clauses (a), (b) and (c) of Section 3 hereof are BORROWER SECURITY AGREEMENT received by the Borrower, forthwith either (x) transfer and deliver to the Agent such shares or securities so received by the Borrower (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) all of which thereafter shall be held by the Agent, pursuant to the terms of this Agreement, as part of the Collateral (and until so transferred and delivered to the Agent, all such shares, securities, monies or property shall be held in trust by the Borrower for and as the property of the Agent (for the benefit of the Banks and the holders of Other Indebtedness) or (y) take such other action as the Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, monies or property referred to in said clauses (a), (b) and (c);
(b) deliver and pledge to the Agent (for the benefit of the Banks and the holders of Other Indebtedness) any and all Instruments, endorsed and such instruments of assignment and transfer in such form and substance as the Agent may request; provided that so long as no Default shall have occurred and be continuing, the Borrower may retain for collection in the ordinary course any Instruments received by it in the ordinary course of business and the Agent shall, promptly from time upon request of the Borrower, make appropriate arrangements for making any other Instrument pledged by the Borrower available to time it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Agent, against trust receipt or like document);
(c) give, execute, deliver, filefile and/or record any financing statement, recordnotice, authorize or obtain all such financing statementsinstrument, continuation statementsdocument, notices, instruments, documents, agreements or consents agreement or other papers as that may be necessary or desirable (in the judgment of the Secured Party Agent) to create, preserve, perfect, maintain the perfection of perfect or validate the any security interest granted pursuant hereto or to enable the Secured Party Agent to exercise and enforce its rights hereunder with respect to such security interest, including, without limitation, causing any or all of the Stock Collateral to be transferred of record into the name of the Agent or its nominee (and without limiting the foregoing, shall:
(a) Agent agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Pledged Shares, Investment Property or Financial Assets constituting part Agent will thereafter promptly give to the Borrower copies of the Collateral are represented or otherwise evidenced by physical certificates or instruments any notices and communications received by any Grantor, forthwith (x) deliver it with respect to the Secured Party Stock Collateral pledged by the certificates Borrower hereunder), provided that notices to account debtors in respect of any Accounts or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may reasonably request, all of which thereafter Instruments shall be held by the Secured Party, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Secured Party may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time, deliver to the Secured Party any and all Instruments constituting part of the Collateral, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Party may request; provided that (other than in the case of the Promissory Notes described in Annex 2 (Part B)) so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business;
(c) subject to the post-closing period provided in Section 5.14(aprovisions of clause (i) of the Loan Agreement and, without duplication, promptly from time to time upon the request of the Secured Party, enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than any Excluded Accounts), Investment Property, Electronic Chattel Paper, Letter-of-Credit Rights, any digital currency, controllable electronic records, controllable accounts and controllable payment intangibles, and will promptly furnish to the Secured Party true copies thereof;below; BORROWER SECURITY AGREEMENT
(d) promptly from time to time without limiting the obligations of the Borrower under Section 5.04(c) hereof, upon the request acquisition after the date hereof by the Borrower of any Equipment covered by a certificate of title or ownership, cause the Agent to be listed as the lienholder on such certificate of title and within 120 days of the Secured Party, execute and acquisition thereof deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests evidence of the Secured Party in respect of that portion of same to the Collateral consisting of Intellectual PropertyAgent;
(e) [reserved];
(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Secured Party may Agent ▇▇▇ reasonably require in order to reflect the security interests granted by this Agreement; and;
(f) furnish to the Agent from time to time (but, unless a Default shall have occurred and be continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Copyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as the Agent may reasonably request, all in reasonable detail;
(g) as and to promptly upon request of the extent required Agent, following receipt by the Agent of any statements, schedules or reports pursuant to Section 5.6(bclause (f) above, modify this Agreement by amending Annex 2, 3 or 4 hereto, as the case may be, to include any Copyright, Patent or Trademark which becomes part of the Loan Collateral under this Agreement, ;
(h) permit representatives of the Secured PartyAgent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Secured Party Agent to be present at such Grantor’s the Borrower's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Grantor the Borrower with respect to the Collateral, Collateral all in such manner as the Secured Party Agent may require;
(i) upon the occurrence and during the continuance of any Default, upon request of the Agent, promptly notify (and the Borrower hereby authorizes the Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Agent hereunder, and that any payments due or to become due in BORROWER SECURITY AGREEMENT respect of such Collateral are to be made directly to the Agent; and
(j) in the event of any termination, revocation or return of sums contained in any escrow account, trust account or escrow or trust arrangement in which the Borrower has a direct or indirect interest, whether legal or equitable, promptly deposit any amounts recovered by the Borrower from any such account or from any Person who theretofore received any such amount from any such account, directly into the Collateral Account.
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