Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect the security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor will: (a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); (b) file (and hereby authorizes the Collateral Agent to file after delivery of a copy thereof to such Grantor) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date; (c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper; (f) furnish to the Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and
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Sources: Junior Lien Pledge and Security Agreement (Flotek Industries Inc/Cn/)
Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral (other than, as to perfection, Excluded Perfection Collateral) subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral (other than, as to perfection, Excluded Perfection Collateral) or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, (i) promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral the Administrative Agent and (or, after the Discharge of Senior Obligations, the Collateral Agent); ii) if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent);
; (b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral representing an amount payable in excess of $1,000,000 as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, (i) promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral the Administrative Agent and (or, after the Discharge of Senior Obligations, the Collateral Agent); ii) if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may reasonably request in order to perfect and preserve the security interests in accordance with the UCC and other applicable Texas law and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;; and
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(g. The authorization contained in Section 4.5(b) do all things reasonably requested by above shall be irrevocable and continuing until the Termination Date. Each Grantor agrees that a Senior Collateral Agent (orcarbon, after the Discharge photographic or other reproduction of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, or any UCC financing statement covering the Collateral Agent) or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to have and maintain control over file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights anddescribed in this Security Agreement.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, (i) promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral the Administrative Agent and (or, after the Discharge of Senior Obligations, the Collateral Agent); ii) if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant Exhibit F – Form of Amended and Restated Pledge and Security Agreement to any version thereof), as may be necessary or that the Collateral Administrative Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 4.13 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Administrative Agent pursuant hereto, on a first-priorityfirst‑priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Administrative Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notespromissory notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Administrative Agent indicating that the Collateral Administrative Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent’s 's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Letter of Credit Rights andand Electronic Chattel Paper. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby "all of the debtor's personal property or assets" or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver (or authorize the Collateral Agent to duly execute and deliver) all further instruments and documents, and take all further action, that may be reasonably necessary or that the Collateral Agent may reasonably request (such request, in all events shall not be in contravention of the Intercreditor Agreement), in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral (other than Excluded Perfection Collateral), with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Loan Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior the Collateral Agent, promptly deliver to the Collateral Agent (or, after prior to the Discharge of Senior First Lien Obligations, the Collateral First Lien Administrative Agent), promptly deliver to such Senior acting as gratuitous bailee on behalf of the Collateral Agent (or, after pursuant to the Discharge of Senior Obligations, the Collateral AgentIntercreditor Agreement) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the reasonable request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of DefaultDefault (but subject to the terms of the Intercreditor Agreement), promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior the Collateral Agent (or, after prior to the Discharge of Senior First Lien Obligations, the First Lien Administrative Agent, acting as gratuitous bailee on behalf of the Collateral AgentAgent pursuant to the Intercreditor Agreement) hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent);
(b) file (and hereby authorizes authorize the Collateral Agent to file after delivery of a copy thereof to such Grantor) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices notices, subject to the terms and conditions of the Intercreditor Agreement (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;.
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(ed) not create any tangible Chattel Paper in excess of $250,000 individually or $1,000,000 in the aggregate without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(fe) furnish to the Collateral Agent, from time to time at the Collateral Agent’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detaildetail reasonably satisfactory to the Collateral Agent; and
(gf) do all things reasonably requested by a Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior the Collateral Agent (or, after or the Discharge First Lien Administrative Agent in accordance with the terms of Senior Obligations, the Collateral AgentIntercreditor Agreement) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Letter of Credit Rights andand Electronic Chattel Paper. The authorization contained in this Section 4.11 shall be irrevocable and continuing until the Termination Date. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by Legal Requirement. Each Grantor hereby authorizes the Collateral Agent to file financing statements describing as the Collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor Pledgor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor such Pledgor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing statements Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be reasonably necessary or that the Collateral Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Administrative Agent pursuant hereto, on a first-priority, perfected basis (except for subject only to Permitted Liens), at the reasonable request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), all Investment Property Equity Interests of each Subsidiary of each Pledgor constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notesthereto, and all Proceeds and rights from time to time received by or distributable to such Grantor Pledgor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time [, but no more than three times per year,] at the Collateral Administrative Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(ge) do all things reasonably requested by a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral to Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral. With respect to the foregoing and the grant of the security interest hereunder, each Pledgor hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. Each Pledgor agrees that a carbon, photographic or other reproduction of this Agreement or any UCC financing statement covering the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andor any part thereof shall be sufficient as a UCC financing statement where permitted by Law.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, (i) promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral the Administrative Agent and (or, after the Discharge of Senior Obligations, the Collateral Agent); ii) if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 4.17 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Administrative Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Administrative Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notespromissory notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Administrative Agent indicating that the Collateral Administrative Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Letter of Credit Rights andand Electronic Chattel Paper. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
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Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, (i) promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral the Administrative Agent and (or, after the Discharge of Senior Obligations, the Collateral Agent); ii) if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Administrative Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Administrative Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notespromissory notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Administrative Agent indicating that the Collateral Administrative Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Letter of Credit Rights andand Electronic Chattel Paper. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
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Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly prepare, execute and and, if applicable, deliver to the Trustee for its execution all further instruments and documents, and and, upon a Trustee Noteholder Request, will take all further action, that may be necessary or that the Collateral Agent may reasonably request, desirable in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each such Grantor will:
(a) from time upon a Trustee Noteholder Request, ▇▇▇▇ conspicuously each of its records pertaining to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver with a legend indicating that such document or Collateral is subject to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)security interest granted hereby;
(b) upon a Trustee Noteholder Request, execute and file (and hereby authorizes the Collateral Agent to file after delivery of a copy thereof to such Grantor) such filing statements financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof)notices, as may be necessary or that the Collateral Agent may request desirable in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Trustee hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;; and
(c) deliver to upon a Senior Collateral Agent (orTrustee Noteholder Request, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral AgentTrustee, from time to time at the Collateral Agent’s requesttime, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably requestCollateral, all in reasonable detail; and
(gd) do if a Default of the nature described in Sections 901(a) and (b) of the Indenture or an Event of Default shall occur, then each Grantor which (i) owns any Mobile Assets or (ii) acquires any Mobile Assets following such Default or Event of Default, shall, within 30 days of such Default or Event of Default or upon such acquisition, as the case may be, take all things reasonably requested steps that are necessary or desirable to ensure that the security interest granted in favor of the Trustee in such Mobile Assets will be a valid, first priority, perfected security interest. With respect to the foregoing and the grant of the security interest hereunder, such Grantor hereby authorizes the Trustee to execute any such financing or continuation statements, and amendments thereto, or other instruments or notices delivered by a Senior Collateral Agent (orthe Grantor to the Trustee pursuant to this Section 4.7; it being understood and agreed that the Trustee shall have no duties pursuant to this Section 4.7 except to execute any such financing statements or continuation statements or amendments thereto, after or other instruments or notices that have been delivered by the Discharge Grantor to the Trustee for execution pursuant to this Section 4.7. A carbon, photographic or other reproduction of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, or any financing statement covering the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andor any part thereof shall be sufficient as a financing statement where permitted by law.
Appears in 1 contract
Further Assurances, etc. Each Grantor warrants and shall warrant and defend the right, right and title and interest herein granted unto the Collateral Agent Lender in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Lender hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Lender;
(b) file (and hereby authorizes authorize the Collateral Agent Lender to file after delivery of a copy thereof to such Grantorfile) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Agent Lender may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Lender hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Lender and at all times keep pledged to the Collateral Agent Lender pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Lender, all Investment Property constituting Collateral, all Distributions permitted by the Loan Agreement with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notespromissory notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent Lender indicating that the Collateral Agent Lender has a security interest in such Chattel Paper;
(f) furnish to the Collateral AgentLender, from time to time at the Collateral AgentLender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Lender may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Lender in accordance with this Security Agreement and the Loan Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Lender to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Letter of Credit Rights andand Electronic Chattel Paper. Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor Pledgor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor such Pledgor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Specified Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing statements Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be reasonably necessary or that the Collateral Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Administrative Agent pursuant hereto, on a first-priority, perfected basis (except for subject only to Permitted Liens), at the reasonable request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), all Investment Property Equity Interests of each Subsidiary of each Pledgor constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notesthereto, and all Proceeds and rights from time to time received by or distributable to such Grantor Pledgor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(ge) do all things reasonably requested by a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral to Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral. With respect to the foregoing and the grant of the security interest hereunder, each Pledgor hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. Each Pledgor agrees that a carbon, photographic or other reproduction of this Agreement or any UCC financing statement covering the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andor any part thereof shall be sufficient as a UCC financing statement where permitted by Law.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor The Company agrees that, from time to time time, at its own expensethe expense of the Company, it the Company will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Trustee or any Secured Debt Representative may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor will:the Company will and will cause Calpine Gilroy to
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Assigned Collateral shall be become evidenced by an Instrumenta promissory note or other instrument, negotiable Document, Promissory Note document or tangible Chattel Paperchattel paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee hereunder such Instrumentpromissory note or instrument, negotiable Document, Promissory Note, Pledged Note document or tangible Chattel Paper chattel paper duly endorsed indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent);Trustee; and
(b) execute and file (and hereby authorizes the Collateral Agent to file after delivery of a copy thereof to such Grantor) such filing statements financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof)notices, as may be necessary or that desirable, or as the Collateral Agent Trustee or any Secured Debt Representative may request reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Trustee hereby. The authorization contained in With respect to the foregoing and the grant of the security interest hereunder, the Company hereby authorizes the Collateral Trustee to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Company where permitted by law. A carbon, photographic or other reproduction of this Section 4.12 Assignment Agreement or any financing statement covering the Assigned Collateral or any part thereof shall be irrevocable and continuing until the Termination Date;
(c) deliver to sufficient as a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received financing statement where permitted by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andlaw.
Appears in 1 contract
Further Assurances, etc. Each The Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Agent Trustee in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent Trustee may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each The Grantor agrees that, upon the acquisition after the date hereof by such the Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Note Documents. Without limiting the generality of the foregoing, each the Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agentreserved);
(b) file (and the Grantor hereby authorizes the Collateral Agent Trustee and its designees to file after delivery of a copy thereof to such Grantorfile) such filing statements the Filing Statement or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Agent Trustee may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Trustee hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and Trustee all Proceeds and rights from time to time received by or distributable to such the Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4(reserved);
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;(reserved); and
(f) furnish to the Collateral AgentTrustee, from time to time at the Collateral AgentTrustee’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Trustee may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral Agent (or, after . With respect to the Discharge foregoing and the grant of Senior Obligationsthe security interest hereunder, the Grantor hereby authorizes the Collateral Agent) Trustee to file one or more financing or continuation statements, any amendments thereto, and other similar documents necessary or desirable in accordance with the opinion of the Collateral Trustee to perfect or maintain the perfection of the Collateral Trustee’s or any Secured Party’s security interest in the Collateral or any portion thereof, in each of the foregoing cases, without the signature and without further authorization of the Grantor. The Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, or any UCC financing statement covering the Collateral Agent) to have and maintain control over or any part thereof shall be sufficient as a UCC financing statement where permitted by law. The Grantor hereby authorizes the Collateral consisting Trustee to file financing statements describing as the collateral covered thereby “all of Investment Propertythe debtor’s personal property or assets” or words to that effect, Deposit Accounts, Letter-of-Credit-Rights andnotwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
Appears in 1 contract
Sources: Security Agreement (Energy XXI LTD)
Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor The Guarantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor the Guarantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of Default, Default promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent);
(b) file (and hereby authorizes the Collateral Agent or cause to file after delivery of a copy thereof to such Grantorbe filed) such filing statements Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to as the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;; and
(c) deliver to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Administrative Agent pursuant hereto, on a first-priority, perfected basis priority (except for Permitted subject to Inchoate Liens), perfected basis, at the reasonable request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), all Investment Property Capital Securities of the Borrower constituting Collateral, and, following an Event of Default, all Dividends and Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds proceeds and rights from time to time received by or distributable to such Grantor the Guarantor in respect of any of the foregoing Collateral;
(d) not take or omit . With respect to take any action the taking or foregoing and the omission of which would result in any impairment or alteration of any obligation grant of the maker security interest hereunder, the Guarantor hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of any Payment Intangible the Collateral. The Guarantor agrees that a carbon, photographic or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create reproduction of this Agreement or any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to financing statement covering the Collateral Agent indicating that the Collateral Agent has or any part thereof shall be sufficient as a security interest in such Chattel Paper;
(f) furnish to the Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested financing statement where permitted by a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andlaw.
Appears in 1 contract
Sources: Parent Guaranty and Pledge Agreement (Reddy Ice Holdings Inc)
Further Assurances, etc. Each Grantor shall warrant (a) The Borrower will cause each of its Domestic Subsidiaries created or acquired after the Effective Date to become party to the Subsidiaries Guaranty, the Security Agreement, the Pledge Agreement and defend each Intercreditor Agreement (to the rightextent applicable to such Domestic Subsidiary) in accordance with the terms of the Subsidiaries Guaranty, title the Security Agreement, the Pledge Agreement and interest herein each such Intercreditor Agreement (provided that in no event will any Lien be granted unto or be required to be created as a result thereof on any Excluded TNI Assets).
(b) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and to Real Property of the Collateral (Borrower and all right, title and interest represented such other Credit Party as are not covered by the CollateralSecurity Documents as in effect on the Effective Date (other than Real Property listed on Part B of Schedule X that is currently being held for sale and, Excluded TNI Assets and Excluded Real Property) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, as may be reasonably requested from time to time at its own expenseby the Administrative Agent or the Required Lenders (collectively, it will promptly execute the “Additional Security Documents”). All such security interests and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect the security interest granted or purported to Mortgages shall be granted hereby in all material portions of the Collateral (subject pursuant to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, documentation reasonably satisfactory in form and substance to such Senior the Collateral Agent (and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, after in the Discharge case of Senior ObligationsReal Property, the Collateral Agent)Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, with respect to such Collateral as such Senior perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 9.12(b) shall not apply to (orand the Borrower and the other Credit Parties shall not be required to grant a Mortgage in) any Real Property the fair market value (as determined in good faith by the Borrower) of which individually is less than $3,000,000 (any such Real Property, after “Excluded Real Property”).
(c) The Borrower will, and will cause each of the Discharge other Credit Parties to, at the expense of Senior Obligationsthe Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent) may reasonably request and will Agent from time to time upon such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, copies of its most recent real property surveys, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the request Collateral covered by any of a Senior the Security Documents (other than with respect to Excluded Real Property and excluding Excluded TNI Assets) as the Collateral Agent may reasonably require. In addition, at the time that the actions required or requested to be taken pursuant to clause (or, after the Discharge of Senior Obligationsa) above are taken, the Borrower will cause the respective Domestic Subsidiaries to execute and deliver, or cause to be executed and delivered, all relevant documentation (including, but not limited to, opinions of counsel and officers’ certificates) of the type described in Section 6 as each such Domestic Subsidiary would have had to deliver if it were a Credit Party on the Effective Date. Furthermore, the Borrower will, and will cause the other Credit Parties to, deliver to the Collateral Agent)Agent such opinions of counsel, after officers’ certificates, title insurance and other related documents as may be reasonably requested by the occurrence and during Administrative Agent to assure itself that this Section 9.12 has been complied with.
(d) If the continuance Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any Event Real Property of Default, promptly transfer any securities the Borrower and the other Credit Parties constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior ObligationsCollateral, the Collateral Agent); if any Collateral Borrower will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent the Administrative Agent.
(e) The Borrower agrees that each action required by clauses (a), (b) and (c) of this Section 9.12 shall be completed as soon as possible, but in no event later than 15 days (or, in the case of Mortgages, 60 days) after such action is required to be taken or requested to be taken by the Discharge Administrative Agent; provided that, in no event will the Borrower or any of Senior Obligationsits Subsidiaries be required to take any action, the Collateral Agent);other than using its best efforts, to obtain consents from third parties with respect to its compliance with this Section 9.12.
(bf) file (and hereby authorizes the Collateral Agent to file after delivery of a copy thereof to such Grantor) such filing statements or continuation statementsThe Borrower agrees that, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant extent that it is unable to any version thereof), as may be necessary or that the Collateral Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted deliver to the Collateral Agent hereby. The authorization contained on or prior to the Effective Date any of the documents described in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations9.16, the Collateral Agent) Borrower shall and at all times keep pledged shall cause each of its Subsidiaries to deliver to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, documents as soon as commercially reasonable and no later than 30 calendar days after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent Effective Date or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral later date as the Collateral Agent and each Backstop Party may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andagree.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor Pledgor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor such Pledgor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing statements Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be reasonably necessary or that the Collateral Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Administrative Agent pursuant hereto, on a first-priority, perfected basis (except for subject only to Permitted Liens), at the reasonable request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), all Investment Property Equity Interests of each Subsidiary of each Pledgor constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notesthereto, and all Proceeds and rights from time to time received by or distributable to such Grantor Pledgor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time time, but no more than three times per year, at the Collateral Administrative Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(ge) do all things reasonably requested by a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral to Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral. With respect to the foregoing and the grant of the security interest hereunder, each Pledgor hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. Each Pledgor agrees that a carbon, photographic or other reproduction of this Agreement or any UCC financing statement covering the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andor any part thereof shall be sufficient as a UCC financing statement where permitted by Law.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent Trustee may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each such Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, after the occurrence and during the continuance of any Event of Specified Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee; if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee hereunder such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee;
(b) file (and hereby authorizes authorize the Collateral Agent Trustee to file after delivery of a copy thereof to such Grantorfile) such filing statements Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Agent Trustee may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Trustee hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee in accordance with the terms of this Security Agreement and at all times keep pledged to the Collateral Agent Trustee pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens)basis, at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default)thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent Trustee indicating that the Collateral Agent Trustee has a security interest in such Chattel Paper;
(f) furnish to the Collateral AgentTrustee, from time to time at the Collateral Agent’s Trustee's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Trustee may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andand Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, each Grantor hereby authorizes the Collateral Trustee to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral in a filing office and jurisdiction that it deems necessary or advisable. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Collateral Trustee to file financing statements describing as the collateral covered thereby "all of the debtor's personal property or assets", or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall will warrant and defend the right, title and security interest herein granted unto the Collateral Agent Agent, for its benefit and the ratable benefit of each Note Holder, by such Grantor in and to the Collateral (and all right, title and interest represented by the such Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor, provided that no Grantor will:shall be required to execute or deliver any account agreement, account control agreement or similar agreement with respect to any deposit account, interest account or securities or investment account unless and until there shall have occurred the Discharge of the First-Lien Obligations (as such term is defined in the Intercreditor Agreement), exclusive of any Discharge of the First-Lien Obligations occurring solely as a result of the Refinance thereof (as such term is defined in the Intercreditor Agreement):
(a) will from time to time upon the reasonable request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of Default, Default promptly transfer any securities Capital Securities constituting Collateral into the name of any nominee designated by such Senior the Collateral Agent (or, after for the Discharge ratable benefit of Senior Obligations, the Collateral Agent)Note Holders; if any Collateral Receivable having an outstanding principal balance of more than $200,000 shall be evidenced by an Instrumentinstrument, negotiable Document, Promissory Note document or tangible Chattel Paperchattel paper, deliver and pledge to a Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrumentinstrument, negotiable Document, Promissory Note, Pledged Note document or tangible Chattel Paper chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; provided, however, that no such Senior Collateral Agent delivery or transfer obligations set forth in this subsection (or, after a) shall apply unless and until there shall have occurred the Discharge of Senior Obligationsthe First-Lien Obligations (as such term is defined in the Intercreditor Agreement), exclusive of any Discharge of the Collateral AgentFirst-Lien Obligations occurring solely as a result of the Refinance thereof (as such term is defined in the Intercreditor Agreement);
(b) will execute and file (and hereby authorizes the Collateral Agent or caused to file after delivery of a copy thereof to such Grantorbe filed) such filing financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under trader or pursuant to any version thereof), as may be necessary or that the Collateral Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent or the other Note Holders hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to hereby authorizes the Collateral Agent pursuant hereto, to (i) file such financing statements and other documents without its signature (to the extent allowed by applicable law) and (ii) indicate the Collateral on a first-priority, perfected basis any financing statements and amendments thereto as (except for Permitted Liens), at the request A) all assets of such Senior Collateral Agent (orGrantor or words of similar import, after the Discharge regardless of Senior Obligations, whether any particular asset comprised in the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or falls within the Collateral Agent during the continuance scope of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any Article 9 of the foregoing CollateralUCC, or (B) being of an equal or lesser scope or with greater detail;
(d) shall not enter into any agreement amending, supplementing or waiving any provision of any Intercompany Note (including any underlying instrument pursuant to which such Intercompany Note is issued), that compromises, releases or extends the time for payment of any obligation of the maker thereof;
(e) shall not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible Intercompany Note or other Instrument instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) will furnish to the Collateral Agent, from time to time at as the Collateral Agent’s Agent may reasonably request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail;
(g) shall not change its state of organization or incorporation or its name, identity or organizational structure such that any financing statement filed to perfect the Collateral Agent’s interests under this Security Agreement would become seriously misleading, unless such Grantor shall have given the Collateral Agent not less than 30 days’ prior notice of such change (provided that this Section 4.7(g) shall not be deemed to authorize any change or transaction prohibited under the Indenture); and
(gh) do all things reasonably requested by a Senior Collateral Agent (orfollowing the occurrence and during the continuance of an Event of Default, after the Discharge of Senior Obligations, each Grantor shall furnish to the Collateral Agent) in accordance with this Security Agreement in order , from time to enable such Senior time as the Collateral Agent (ormay reasonably request, after the Discharge of Senior Obligationsstatements and schedules identifying and describing all federal, the Collateral Agent) state or local government contracts to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andwhich each Grantor is a party.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantor) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Administrative Agent pursuant hereto, on a first-priority, perfected basis basis, at the request of the Administrative Agent, all Investment Property constituting Collateral (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Administrative Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Administrative Agent indicating that the Collateral Administrative Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and
Appears in 1 contract
Sources: Pledge and Security Agreement (Flotek Industries Inc/Cn/)
Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor The Borrower agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor the Borrower will:
(a) from time to time time, upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Specified Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent);
(b) execute and file (and hereby authorizes the Collateral Agent or cause to file after delivery of a copy thereof to such Grantorbe filed) such filing statements or documents (including financing and continuation statements), or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)basis, all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or consisting of Certificated Securities and following the Collateral Agent occurrence and during the continuance of a Default)Specified Event, all Dividends and all interest and principal Distributions with respect to Promissory Notesall Collateral consisting of Capital Stock, and all Proceeds and rights from time to time received by or distributable to such Grantor the Borrower in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument Capital Stock constituting Collateral, except as provided in Section 4.4;; and
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Agent, from time to time at the Collateral Agent’s 's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior . With respect to the foregoing and the grant of the security interest hereunder, the Borrower hereby authorizes the Collateral Agent (orto file one or more financing or continuation statements, after the Discharge and amendments thereto, relative to all or any part of Senior Obligations, the Collateral Agent) in accordance with without the signature of the Borrower where permitted by law. The Borrower agrees that a carbon, photographic or other reproduction of this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, or any financing statement covering the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andor any part thereof shall be sufficient as a financing statement where permitted by law.
Appears in 1 contract
Sources: Pledge, Security and Intercreditor Agreement (Roadway Corp)
Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent Trustee may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each such Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, after the occurrence and during the continuance of any Event of Specified Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee; if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee hereunder such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee;
(b) file (and hereby authorizes authorize the Collateral Agent Trustee to file after delivery of a copy thereof to such Grantorfile) such filing statements Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Agent Trustee may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Trustee hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee in accordance with the terms of this Security Agreement and at all times keep pledged to the Collateral Agent Trustee pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens)basis, at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default)thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent Trustee indicating that the Collateral Agent Trustee has a security interest in such Chattel Paper;
(f) furnish to the Collateral AgentTrustee, from time to time at the Collateral AgentTrustee’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Trustee may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andand Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, each Grantor hereby authorizes the Collateral Trustee to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral in a filing office and jurisdiction that it deems necessary or advisable. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Collateral Trustee to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets”, or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
Appears in 1 contract
Further Assurances, etc. Each Grantor (a) The Borrower will cause (i) each of its Restricted Subsidiaries (other than any Foreign Subsidiary and any Immaterial Subsidiary (so long as such Immaterial Subsidiary remains an Immaterial Subsidiary)) created or acquired after the Effective Date to become party to the Guarantee and Collateral Agreement and each Intercreditor Agreement (to the extent applicable to such Domestic Subsidiary) in accordance with the terms of the Guarantee and Collateral Agreement and each such Intercreditor Agreement (ii) any Non-Guarantor Subsidiary to become a Subsidiary Guarantor at the time that (and as a condition precedent to such other Guarantee being so given (but without limiting any other provisions of this Agreement prohibiting, restricting or otherwise limiting such other Guarantee; it being understood that no such other Guarantee shall warrant be given by any Pulitzer Entity prior to the Pulitzer Debt Satisfaction Date) such Non-Guarantor Subsidiaries become “Guarantors” or “Subsidiary Guarantors” of (or the equivalent under) any First Lien Documents or Pulitzer Debt Documents. On and defend as of the rightdate that a Lien is granted or otherwise created under any First Lien Documents (or, title if applicable, any documentation governing any Permitted First Lien Refinancing Indebtedness) on any asset or property of Pulitzer or any of its Subsidiaries, and interest herein as a condition precedent to such Liens being so granted unto or created (but without limiting any other provisions of this Agreement prohibiting, restricting or otherwise limiting such Liens or the granting thereof; it being understood that no such Lien shall be granted or otherwise created on such assets or property prior to the Pulitzer Debt Satisfaction Date), (x) such Subsidiary of Pulitzer shall be a Restricted Subsidiary, (y) such asset or property shall constitute Pulitzer Collateral under and in accordance with the applicable Security Documents and (z) the Collateral Agent, Pulitzer, and the collateral agents or trustees under each of the First Lien Documents (or if applicable, the collateral agent or trustee under all Permitted First Lien Refinancing Indebtedness) shall have executed and delivered the Pulitzer Junior Intercreditor Agreement and such Pulitzer Junior Intercreditor Agreement shall be in full force and effect.
(b) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in or on such assets and to Real Property of the Collateral (Borrower and all right, title and interest represented such other Credit Party as are not covered by the CollateralSecurity Documents as in effect on the Effective Date (other than any Real Property listed on Part B of Schedule IX, any Excluded TNI Assets and any Excluded Real Property) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, as may be reasonably requested from time to time at its own expenseby the Administrative Agent or the Required Lenders (collectively, it will promptly execute the “Additional Security Documents”). All such security interests and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect the security interest granted or purported to Mortgages shall be granted hereby in all material portions of the Collateral (subject pursuant to the terms hereof documentation and of the Indenture and the Intercreditor Agreement) or other deliverables required pursuant to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, Section 9.16 reasonably satisfactory in form and substance to such Senior the Collateral Agent (and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 9.12(b) shall not apply to (and the Borrower and the other Credit Parties shall not be required to grant a Mortgage in) any Real Property owned by a Credit Party on the Effective Date that as of the Effective Date is not subject to a Mortgage under a Debt Facility in existence immediately prior to the Effective Date, property currently held for sale shown on Part B of Schedule IX, and Real Property acquired after the Discharge Effective Date the Fair Market Value (as determined in Good Faith by the Borrower) of Senior Obligationswhich individually is less than $3,000,000 (any such Real Property, “Excluded Real Property”).
(c) The Borrower will, and will cause each of the other Credit Parties to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent), with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will from time to time upon such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, copies of its most recent surveys, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the request Collateral covered by any of a Senior the Security Documents (other than with respect to Excluded Real Property and Excluded TNI Assets) as the Collateral Agent may reasonably require; provided, that the Collateral Agent shall not require new surveys of the Borrower’s or any Credit Party’s real properties. In addition, at the time that the actions required or requested to be taken pursuant to clause (or, after the Discharge of Senior Obligationsa) above are taken, the Borrower will cause the respective Domestic Subsidiaries to execute and deliver, or cause to be executed and delivered, all relevant documentation (including, but not limited to, (i) opinions of counsel in respect of the effectiveness of UCC financing statements and/or Mortgages to perfect a Lien on the applicable Credit Party’s property and (ii) officers’ certificates) of the type described in Section 6 as each such Domestic Subsidiary would have had to deliver if it were a Credit Party on the Effective Date. Furthermore, the Borrower will, and will cause the other Credit Parties to, deliver to the Collateral Agent)Agent such opinions of counsel, after officers’ certificates, title insurance and other related documents as may be reasonably requested by the occurrence and during Administrative Agent to assure itself that this Section 9.12 has been complied with.
(d) If the continuance Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any Event Real Property of Default, promptly transfer any securities the Borrower and the other Credit Parties constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior ObligationsCollateral, the Collateral Agent); if any Collateral Borrower will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent the Administrative Agent.
(e) The Borrower agrees that, subject to Section 9.12(f) (which Section 9.12(f), in the case of an inconsistency with this Section 9.12(e), will control) each action required by Section 9.12(a), (b) and (c) shall be completed as soon as possible, but in no event later than 30 days or, in the case of Mortgages, 90 days (or, after the Discharge of Senior Obligationsin either case, the Collateral Agent);
(b) file (and hereby authorizes the Collateral Agent to file after delivery of a copy thereof to such Grantor) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), later date as may be necessary or that agreed by the Collateral Administrative Agent may request in order to perfect and preserve the security interests and other rights granted or purported its sole discretion), after such action is required to be granted taken or requested to be taken by the Administrative Agent; provided that, in no event will the Borrower or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 9.12.
(f) The Borrower agrees that (x) to the extent that it is unable to deliver to the Collateral Agent hereby. The authorization contained on or prior to the Effective Date any of the documents described in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations9.16, the Collateral Agent) Borrower shall and at all times keep pledged shall cause each of its Subsidiaries to deliver to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, documents as soon as commercially reasonable and in any event no later than 90 calendar days after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto Effective Date (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral later date as the Collateral Agent may reasonably requestagree) and (y) no later than the date of compliance (or required compliance) with the preceding clause (x), the Borrower shall pay or reimburse, as the case may be, all in of the reasonable detail; and
costs and expenses (g) do all things reasonably requested by a Senior Collateral Agent (orincluding, after the Discharge of Senior Obligationswithout limitation, the Collateral Agentreasonable fees and disbursements of counsel) of the Agents and the Initial Lenders contemplated by Section 13.01 that shall have been invoiced in accordance with this Security Agreement in order writing at least one Business Day prior to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights anddate.
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Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor The Pledgor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any the Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor the Pledgor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Lender, promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Lender such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Lender, with respect to such the Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Lender may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), Lender after the occurrence and during the continuance of any Specified Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Lender;
(b) file (and hereby authorizes the Collateral Agent or cause to file after delivery of a copy thereof to such Grantorbe filed) such filing financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Agent Lender may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Lender hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, Lender if required by the Collateral Agent) Credit Agreement and this Pledge Agreement and at all times thereafter keep pledged to the Collateral Agent Lender pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens)basis, at the reasonable request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Lender, all Investment Property investment property constituting Collateral, all Dividends and Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default)thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds proceeds and rights from time to time received by or distributable to such Grantor the Pledgor in respect of any of the foregoing Collateral;Collateral (it being understood that prior to the occurrence of a Specified Event all Dividends and Distributions may be paid to the Pledgor in accordance with Section 2.4); and
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral AgentLender, from time to time at the Collateral AgentLender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Lender may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral Agent (or, after With respect to the Discharge foregoing and the grant of Senior Obligationsthe security interest hereunder, the Pledgor hereby authorizes the Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. The Pledgor agrees that a carbon, photographic or other reproduction of this Pledge Agreement or any financing statement covering the Collateral Agent) in accordance with or any part thereof shall be sufficient as a financing statement where permitted by law. Notwithstanding any other provision of this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligationsagreement, the Collateral Agent) Pledgor is obligated to have correct or supplement schedules and maintain control over exhibits to this agreement as set forth in Section 5.9 of the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andCredit Agreement.
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Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantor) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Administrative Agent pursuant hereto, on a first-priority, perfected basis basis, at the request of the Administrative Agent, all Investment Property constituting Collateral (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Administrative Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Administrative Agent indicating that the Collateral Administrative Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andand Electronic Chattel Paper. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
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Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, other than any holder of a Permitted Lien. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral (other than, as to perfection, Excluded Perfection Collateral) subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral (other than, as to perfection, Excluded Perfection Collateral) or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent);
(b) file (and hereby authorizes the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 above shall be irrevocable and continuing until the Termination Date;
(c) deliver to . Each Grantor agrees that a Senior Collateral Agent (orcarbon, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible photographic or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral Agent (or, after the Discharge reproduction of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, or any UCC financing statement or PPSA financing statement covering the Collateral Agent) or any part thereof shall be sufficient as a UCC financing statement or PPSA financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to have and maintain control over file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights anddescribed in this Security Agreement.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to the Administrative Agent such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral representing an amount payable in excess of $1,000,000 as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, (i) promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral the Administrative Agent and (or, after the Discharge of Senior Obligations, the Collateral Agent); ii) if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may reasonably request in order to perfect and preserve the security interests in accordance with the UCC and other applicable Texas law and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;; and
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(g. The authorization contained in Section 4.5(b) do all things reasonably requested by above shall be irrevocable and continuing until the Termination Date. Each Grantor agrees that a Senior Collateral Agent (orcarbon, after the Discharge photographic or other reproduction of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, or any UCC financing statement covering the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andor any part thereof shall be sufficient as a UCC financing statement where permitted by law.
Appears in 1 contract
Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Credit Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the reasonable request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the reasonable request of a Senior Collateral Agent the Administrative Agent, (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Event of Default, i) promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral the Administrative Agent and (or, after the Discharge of Senior Obligations, the Collateral Agent); ii) if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantorfile) such filing financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 4.14 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Administrative Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Administrative Agent during the continuance of a an Event of Default), and all interest and principal with respect to Promissory Notespromissory notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Administrative Agent indicating that the Collateral Administrative Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Letter of Credit Rights andand Electronic Chattel Paper. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
Appears in 1 contract
Sources: Credit Agreement (Heckmann Corp)
Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Agent Trustee in and to the Collateral (and all any right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent Trustee may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. No Grantor shall enter into any amendment or supplement to, or modification or waiver of, any term or provision of any Organic Document of such Grantor or a Pledged Interests Issuer, which could reasonably be expected to be materially adverse to the interests of the Collateral Trustee and the other Secured Parties. Each Grantor shall provide, or cause the applicable Pledged Interests Issuer to provide, the Collateral Trustee with a copy of any amendment or supplement to, or modification or waiver of, any term or provision of any of Organic Document of any Pledged Interests Issuer. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Note Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) subject to the terms of the Intercreditor Agreement, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee may reasonably request and will will, from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee; if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee;
(b) file (and each Grantor hereby authorizes the Collateral Agent to file after delivery of a copy Trustee and each designee thereof to such Grantorfile) such filing statements Filing Statements or continuation statements, or amendments theretothereto (which, in each case, may describe the collateral covered thereby as “all assets” or words of similar import), and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Agent Trustee may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby. The Trustee hereby (with the authorization contained in this Section 4.12 shall be being irrevocable and continuing until the Termination Date);
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) Trustee and at all times keep pledged to the Collateral Agent Trustee pursuant hereto, on a first-second priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent)Trustee, all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default)thereto, and all interest and principal with respect to Promissory Notespromissory notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and
Appears in 1 contract
Sources: Security Agreement (Energy XXI LTD)
Further Assurances, etc. Each Grantor shall warrant and defend the right, title and interest herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor The Debtor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Documents. Without limiting the generality of the foregoing, each Grantor the Debtor will:
(a) from time to time upon the request of a Senior the Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), promptly deliver to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), with respect to such Collateral as such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), after the occurrence and during the continuance of any Specified Event of Default, Default promptly transfer any securities constituting Collateral into the name of the Collateral Agent (or any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such Instrument, negotiable Document, Promissory Note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent);
(b) execute and file (and hereby authorizes the Collateral Agent or cause to file after delivery of a copy thereof to such Grantorbe filed) such filing financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof)notices, as may be necessary or that the Collateral Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation the rights of the maker Debtor in respect of any Payment Intangible or other Instrument constituting the Collateral, except as provided in Section 4.4;; and
(e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper;
(fd) furnish to the Collateral Agent, from time to time at the Collateral Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and
(g) do all things reasonably requested by a Senior . The Debtor hereby authorizes the Collateral Agent to file (orwithout the signature of the Debtor) one or more financing or continuation statements, after and amendments thereto, relative to all or any part of the Discharge Collateral. The Debtor agrees that an electronic copy or a carbon, photographic or other reproduction of Senior Obligations, this Agreement or any financing statement covering the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights andor any part thereof shall be sufficient as a financing statement.
Appears in 1 contract
Sources: Security Agreement (Biolex, Inc.)
Further Assurances, etc. Each Grantor shall warrant and defend the right, right and title and interest herein granted unto the Collateral Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver (or authorize the Administrative Agent to duly execute and deliver) all further instruments and documents, and take all further action, that may be reasonably necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect the any security interest granted or purported to be granted hereby in all material portions of the Collateral (subject to the terms hereof and of the Indenture and the Intercreditor Agreement) or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral (other than Excluded Perfection Collateral), with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Indenture Loan Documents. Without limiting the generality of the foregoing, each Grantor will:
(a) from time to time upon the request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), promptly deliver to such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), with respect to such Collateral as such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) may reasonably request and will will, from time to time upon the reasonable request of a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent), after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent); if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note promissory note or tangible Chattel Paper, deliver and pledge to a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) hereunder such Instrument, negotiable Document, Promissory Notepromissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Administrative Agent);
(b) file (and hereby authorizes authorize the Collateral Administrative Agent to file after delivery of a copy thereof to such Grantor) such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Collateral Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date;.
(c) deliver to a Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of such Senior Collateral Agent (or, after the Discharge of Senior Obligations, the Collateral Agent), all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to a Senior Collateral Agent or the Collateral Agent during the continuance of a Default), and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral[Reserved];
(d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;
(e) not create any tangible Chattel Paper in excess of $250,000 individually or $1,000,000 in the aggregate without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Administrative Agent indicating that the Collateral Administrative Agent has a security interest in such Chattel Paper;
(f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detaildetail reasonably satisfactory to the Administrative Agent; and
(g) do all things reasonably requested by a Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) in accordance with this Security Agreement in order to enable such Senior Collateral the Administrative Agent (or, after the Discharge of Senior Obligations, the Collateral Agent) to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Letter of Credit Rights andand Electronic Chattel Paper. The authorization contained in this Section 4.13 shall be irrevocable and continuing until the Termination Date. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by Legal Requirement. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the Collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.
Appears in 1 contract