Perfection and Protection of Security Interest. (a) The Obligors shall, at their expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including; (i) executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of title; (iv) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be. (e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Credit and Security Agreement (PSS World Medical Inc)
Perfection and Protection of Security Interest. (a) The Obligors Each Option Care Person shall, at their its expense, perform all steps requested by the Agent in good faith Lender at any time and from time to time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, including; without limitation: (ia) executing, delivering, executing and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Lender the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Paperand chattel paper, certificated Investment Property and all other Collateral that of which the Agent reasonably Lender determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iiid) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of titleissued; (ive) when an Event of Default has executing and is continuing, transferring Inventory delivering to warehouses or other locations designated by the Agent; (v) placing notations on Lender a security agreement relating to the Obligors’ books of account to disclose the Agent’s security interest; (vi) obtaining control agreements Reversions in form and substance reasonably acceptable satisfactory to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireLender; (viif) assigning and delivering to the Agent Lender all Supporting Obligations, including letters of credit on which any Obligor such Option Care Person is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiig) taking such other steps as are reasonably deemed necessary or desirable appropriate by the Agent Lender to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the Agent Lender may file, without any Obligor’s Option Care Person's signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the CollateralSecurity Interest. Each Obligor Option Care Person agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s the agents or processorsprocessors of any Option Care Person, then the Obligors such Option Care Person shall (i) notify the Agent Lender thereof and, if the Agent so requests, the Obligors and shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Agent’s security interest Security Interest in such Collateral and instructs and, upon the Lender's request, instruct such Person to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by an Option Care Person, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At other than equipment located at a patient's premises, then, at the request of the Agent at any time during the continuance of an Event of DefaultLender, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors each Option Care Person shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentLender, that waive or subordinate of all present and future Liens to which the owner or lessor or any mortgagee of such premises Premises may be entitled to assert against the Collateral.
(c) . From time to time, the Obligors each Option Care Person shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for Lender the ratable benefit of the Agent and the LendersCollateral, but the Obligors’ an Option Care Person's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other of the Agent or any Lender rights in and to the Collateral with respect to any ObligorCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
. Without limiting the generality of the foregoing: (di) The Obligorseach Borrower which is not a party to a Pledge Agreement acknowledges the terms of such Pledge Agreement and agrees to comply with such terms as if it were a party to such Pledge Agreement; and (ii) each Borrower which is an "Issuer", at as defined in the Obligors’ expenseapplicable Pledge Agreement, will grant to shall register the Agent, Mortgages in any owned Real Estate (whether owned pledge effected by one or Obligors such Pledge Agreement on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All books of such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may beBorrower.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Subject to the approval of the Bankruptcy Court, notwithstanding the perfection of any security interest granted hereunder pursuant to the order of the Bankruptcy Court under the applicable DIP Order, each Loan Party shall, as applicable, at their such Loan Party’s expense, perform all steps reasonably requested by the DIP Agent in good faith at any time to perfect, maintain, protect, and enforce the Liens granted to the DIP Agent’s Liens, including; (i) executing: upon request by the DIP Agent, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the DIP Agent (who shall hold on behalf of the other DIP Secured Parties)
(1) the originals of all Instrumentscertificated investment property, Documentsinstruments, tangible Chattel Paperdocuments, certificated Investment Property and chattel paper, and all other Collateral that of which the Majority Lenders reasonably determine the DIP Agent reasonably determines it should have physical possession in order to perfect and protect the DIP Agent’s security interest therein, duly pledged, endorsed endorsed, or assigned to the DIP Agent without restriction; , (iii2) delivering to the Agent warehouse receipts certificates of title covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of title; have been issued and (iv3) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor such Loan Party is named beneficiary, with.
(b) Subject to the approval of the Bankruptcy Court, to the extent practicable, the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed or desirable by the Agent to maintain and protect the Agent’s Liens. To the fullest extent permitted by applicable law, the DIP Agent may file, without any Obligor’s signature, file one or more financing statements disclosing the Liens on the Collateral granted to the DIP Agent
(c) Subject to the approval of the Bankruptcy Court, to the extent any Loan Party owns any investment property, such Loan Party agrees as follows with respect to such investment property:
(i) All cash dividends, cash distributions, Liquid Investments and other cash or cash equivalents in respect of such investment property at any time payable or deliverable to such Loan Party shall be deposited into either the Cash Collateral Account or such other deposit account into which the DIP Agent has an Acceptable Security Interest; and
(ii) Such Loan Party will not acknowledge any transfer or encumbrance in respect of such investment property to or in favor of any Person other than the DIP Agent or a Person designated by the DIP Agent in writing.
(d) Subject to the approval of the Bankruptcy Court, to the extent the Equity Interest of any Loan Party or any Subsidiary of a Loan Party is in certificated form, upon the DIP Agent’s Liensreasonable request, such Loan Party shall deliver all certificates or instruments at any time representing or evidencing such Equity Interest in such Loan Party or in such Subsidiary to the DIP Agent, and each Obligor hereby authorizes shall be in suitable form for transfer by delivery, or shall be accompanied by instruments of transfer or assignment, duly executed in blank, all in form and substance satisfactory to the DIP Agent. The DIP Agent shall have the right, at any time and from time to time, to file financing statements after the occurrence and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to transfer to or to register in the name of the DIP Agent or its nominee any Collateral located Equity Interest in such Loan Party or such Subsidiary. In addition, the DIP Agent shall have the right at any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts time to obtain written landlord lien waivers exchange certificates or subordinations, in form and substance reasonably satisfactory to the Agent, that waive instruments representing or subordinate all present and future Liens which the owner or lessor evidencing Equity Interest of such premises may be entitled to assert against the CollateralLoan Party or such Subsidiaries for certificates or instruments of smaller or larger denominations.
(c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Extraction Oil & Gas, Inc.)
Perfection and Protection of Security Interest. (a) The Obligors Each Grantor shall, at their its expense, perform all reasonable steps requested by the Agent in good faith Purchaser at any time to perfect, maintain, protect, and enforce the AgentPurchaser’s Liens, including; : (i) executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentPurchaser; (ii) delivering to the Agent Purchaser the originals of all Instruments, Documents, tangible and Chattel Paper, certificated Investment Property and all other Collateral that the Agent of which Purchaser reasonably determines it should have physical possession in order to perfect and protect the AgentPurchaser’s security interest therein, duly pledged, endorsed or assigned to the Agent Purchaser without restriction; (iii) delivering to the Agent Purchaser warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such Collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the AgentPurchaser; (v) placing notations on the Obligors’ such Grantor’s books of account to disclose the AgentPurchaser’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireintermediaries; (vii) assigning and delivering to the Agent Purchaser all Supporting Obligations, including letters of credit on which any Obligor such Grantor is named beneficiary, with, to the extent practicable, as beneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by the Agent Purchaser to maintain and protect the AgentPurchaser’s Liens. To the extent permitted by applicable law, the Agent Purchaser may file, without any Obligorsuch Grantor’s signature, one or more financing statements disclosing the AgentPurchaser’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Grantor agrees that a carbon, photographic, photostaticphoto static, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. For so long as the obligations under the Senior Credit Agreement remain in effect, the requirement to physically deliver to Purchaser certificated securities, Instruments, Documents and tangible Chattel Paper also pledged to secure obligations to the Senior Lender under the Senior Credit Documents shall be satisfied by delivering the foregoing to the Senior Lender and obtaining the written acknowledgement of the Senior Lender that it holds such certificated securities, Instruments, Documents and tangible Chattel Paper for the benefit of Purchaser.
(b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any ObligorGrantor’s agents or processors, then the Obligors such Grantor shall (i) notify the Agent Purchaser thereof and, if the Agent so requests, the Obligors and shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person the bailee that notifies such Person of the AgentPurchaser’s security interest in such Collateral and instructs such Person to hold all such Collateral for the AgentPurchaser’s account subject to the AgentPurchaser’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent If at any time during the continuance of an Event of Default, with respect to any Collateral is located in any operating facility of any Obligor a Grantor that is leased by any Obligorsuch Grantor, then the Obligors Grantor shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the AgentPurchaser, that waive waives or subordinate subordinates all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors each Grantor shall, upon the AgentPurchaser’s request, execute and deliver confirmatory written instruments pledging to Purchaser the Collateral to the Agent, for the ratable benefit of the Agent and the LendersCollateral, but the Obligors’ such Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Purchaser in and to the Collateral with respect to any Obligorsuch Grantor. So long as this the Purchase Agreement is in effect and until all Obligations have been fully satisfied, the AgentPurchaser’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The ObligorsEach Grantor hereby represents and warrants to Purchaser that, at as of the Obligors’ expensedate hereof and to each Grantor’s knowledge, will grant such Grantor has no Tort Claims, except as set forth on Schedule IV. Each Grantor shall notify Purchaser on no less than a quarterly basis of any Tort Claims known to such Grantor and which arise following the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All date hereof and such Mortgages Tort Claims shall be granted pursuant added to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may beSchedule IV.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Securities Purchase Agreement (Center for Wound Healing, Inc.)
Perfection and Protection of Security Interest. (a) The Obligors shallCompany agrees that it shall perform, at their expenseexecute and deliver all acts, perform all steps agreements, and other documents as may be reasonably requested by the Agent in good faith Lender at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Agent’s Liens, including; Security Interest including (i) executing, delivering, recording and authorizing the Agent’s filing of this security agreement and recording of the Mortgages, the Copyright Security Agreement, any other Loan Documents and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereofstatements in connection therewith, in form and substance reasonably satisfactory to the Agent; Lender, acting reasonably, and pay all taxes, fees and other charges payable in connection therewith, (ii) delivering to the Agent Lender the originals of all Instrumentsinstruments, Documents, tangible Chattel Paper, certificated Investment Property documents and chattel paper and all other Collateral that of which the Agent Lender reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest thereinSecurity Interest, duly pledged, endorsed or assigned to the Agent without restriction; Lender, other than certificates or instruments representing or evidencing any ULC/LLC Interests or Partnership Interests which shall be delivered with powers of attorney duly endorsed for transfer in blank but shall not be endorsed or assigned until the Security Interest in the ULC/LLC Interests has become enforceable and the Lender has exercised realization and enforcement rights pursuant to Section 5.6 of this security agreement, (iii) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collaterallisted, together with duly executed applications for the notation of the Agent’s Liens on such certificates of title; (iv) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ its books of account to disclose the Agent’s security interest; Security Interest, (viv) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent Lender all Supporting Obligations, including letters of credit on which any Obligor the Company is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiivi) taking such other steps as are reasonably deemed or desirable necessary by the Agent Lender, acting reasonably, to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statementSecurity Interest.
(b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Security Agreement (Cephalon Inc)
Perfection and Protection of Security Interest. (a) The Obligors Grantor shall, at their its expense, perform all steps reasonably requested by the Agent in good faith any Secured Party at any time to perfect, maintain, protect, and enforce the Agent’s such Secured Party's Liens, including; : (i) executing, delivering, executing and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agentsuch Secured Party; (ii) at the Secured Parties request, when an Event of Default has occurred and is continuing delivering to the Agent Secured Parties the originals of all Instruments, Documents, tangible and Chattel Paper, certificated Investment Property and all other Collateral that of which the Agent reasonably determines Secured Parties determine it should have physical possession in order to perfect and protect the Agent’s Secured Parties' security interest therein, duly pledged, endorsed or assigned to the Agent Secured Parties without restriction; (iii) delivering to the Agent Secured Parties warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iv) at the request of the Secured Parties when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the AgentSecured Parties (or such Secured Party); (v) placing notations on the Obligors’ Grantor's books of account to disclose the Agent’s Secured Parties' security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to favor of the Agent Secured Parties from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireintermediaries; (vii) at the request of the Secured Parties, assigning and delivering to the Agent Secured Parties all Supporting Obligations, including letters of credit on which any Obligor Grantor is named beneficiary, with, to the extent practicable, beneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by the Agent any Secured Party to maintain and protect the Agent’s Lienssuch Secured Party's Liens and shall provide Grantor a copy of such filing within seven (7) days. To the extent permitted by applicable law, the Agent any Secured Party may file, without any Obligor’s Grantor's signature, one or more financing statements disclosing the Agent’s such Secured Party's Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time in the possession or control of at any warehouseman, bailee third party warehouse or any of any Obligor’s agents or processorsagent, then the Obligors Grantor shall (i) notify the Agent each Secured Party thereof and, if the Agent so requests, the Obligors and shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by from such Person that notifies such Person of third party acknowledging the Agent’s Secured Parties security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral The provisions of this Section are subject to the Agent, for the ratable benefit provisions of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Section 26.
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Pledgor shall, at their its expense, perform all steps requested by the Agent in good faith Secured Party at any time to perfect, maintain, protect, and enforce the AgentSecured Party’s LiensLiens granted hereunder, including; : (i) executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentSecured Party; (ii) delivering to Secured Party for the Agent benefit of Secured Party the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent which Secured Party reasonably determines it should have physical possession in order to perfect and protect the AgentSecured Party’s security interest therein, duly pledged, endorsed or assigned to the Agent Secured Party without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of title; (iv) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ Pledgor’s books of account to disclose the AgentSecured Party’s security interestinterest granted hereunder; (viiv) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of such securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereofintermediaries; and (viiiv) taking such other steps as are reasonably deemed necessary or desirable by the Agent Secured Party to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the AgentSecured Party’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statementgranted hereunder.
(b) If any Collateral is at any time in Pledgor hereby represents and warrants to Secured Party that, as of the possession or control date hereof, Pledgor has no Tort Claims, except as set forth on Schedule II. Grantor shall notify Pledgor on no less than a quarterly basis of any warehouseman, bailee or any of any Obligor’s agents or processors, then Tort Claims known to such Grantor and which arise following the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by date hereof and such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages Tort Claims shall be granted pursuant added to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may beSchedule II.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Securities Purchase Agreement (General Finance CORP)
Perfection and Protection of Security Interest. (a) The Obligors Except as explicitly set forth herein or in the Indenture and Additional Second Lien Agreements (if any) and subject to the Intercreditor Agreement, each Grantor shall, at their its expense, perform all steps requested by the Agent in good faith at any time reasonably required to perfect, maintain, protect, and enforce maintain or protect the Collateral Agent’s LiensLiens (subject in each case to the prior security interest granted to the First Lien Secured Parties as provided in the Intercreditor Agreement), including; : (i) executing, delivering, executing and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) executing, delivering and/or filing and recording in all appropriate offices the Intellectual Property Security Agreement (to the Agent extent required under the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all Indenture or any other Collateral that the Agent reasonably determines it should have physical possession in order Second Lien Documents to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictionwhich such Grantor is a party); (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and causing certificates of title covering to be issued for all Titled CollateralGoods, together the Collateral Agent’s Lien to be noted thereon in each case in accordance with duly executed applications for the notation provisions of the Agent’s Liens on Indenture and the other Second Lien Documents to which such certificates of titleGrantor is a party; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ such Grantor’s books of account to disclose the Collateral Agent’s security interestLiens; (v) taking such other steps reasonably necessary or desirable to maintain and protect the Collateral Agent’s Liens in the Collateral and (vi) obtaining control agreements in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $10,000,000, deliver and pledge to the Applicable Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably acceptable satisfactory to the Applicable Agent from securities intermediaries and (B) deliver and pledge to the Applicable Agent (in the case of the Collateral Agent, for benefit of the Secured Parties) certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (i) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (ii) deliver landlord lien waivers, estoppels or collateral access letters or (iii) file any fixture filing with respect to financial assets any security interest in fixtures affixed to or attached to any real property.
(including Investment Propertyb) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering Subject to the Intercreditor Agreement, unless the Collateral Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, (with the written consent of the issuer thereof; and Authorized Second Lien Representatives) shall otherwise consent in writing (viii) taking such other steps as are reasonably deemed or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent which consent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, be revoked at any time and from time to time), each Grantor shall deliver to file financing statements and amendments that describe the Applicable Agent all the Collateral covered by consisting of negotiable Documents, Chattel Paper and Instruments (other than checks received and processed in the ordinary course), in each case, with an individual value in excess of $10,000,000, promptly after such financing statements as “Grantor receives the same, but if an Event of Default has occurred and is continuing, each Grantor agrees to deliver to the Applicable Agent all assets”, “all personal property” or words such Collateral (regardless of similar effect in such jurisdictions as value) upon the Agent may deem necessary or desirable in order to perfect the Applicable Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statementrequest.
(bc) If any Upon obtaining an interest therein (but in the case of clause (ii) below, within 90 days of the date hereof), unless waived by the Collateral is Agent (with the written consent of the Authorized Second Lien Representatives) in writing (which waiver may be revoked at any time in the possession or control of any warehousemanand from time to time), bailee or any of any Obligor’s agents or processorseach Grantor, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructionsIntercreditor Agreement, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary shall obtain control or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinationsblocked account agreements, in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by (i) each securities intermediary, and commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor, except for securities and commodities accounts of the Grantors that waive or subordinate all present are not Material Accounts, and future Liens (ii) each depository bank at which the owner or lessor of such premises may be entitled to assert against the CollateralGrantor maintains a Material Account.
(cd) From time If any Grantor is or becomes the beneficiary of a letter of credit with an individual face amount in excess of $10,000,000, other than a letter of credit not constituting Supporting Obligations in respect of any Collateral pursuant to timewhich such Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor), the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging such Grantor shall promptly notify the Collateral Agent thereof and, subject to the AgentIntercreditor Agreement, for unless otherwise consented by the ratable benefit Collateral Agent (with the written consent of the Authorized Second Lien Representatives), use its commercially reasonable efforts to enter into a tri-party agreement with the Collateral Agent and the Lendersissuer and/or confirming bank with respect to Letter-of-Credit Rights, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and whereby such Grantor assigns such Letter-of-Credit Rights to the Collateral Agent and, after the Discharge of First Lien Obligations has occurred, directs all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Collateral Agent.
(e) Subject to the Intercreditor Agreement, each Grantor shall take all commercially reasonable steps necessary to grant the Collateral Agent control of all electronic chattel paper in accordance with respect the UCC or other applicable law and all “transferable records” as defined in the Uniform Electronic Transactions Act.
(f) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any Obligor. So long UCC or other applicable filing office in the United States any financing statements and amendments thereto that (a) indicate the Collateral (i) as this Agreement all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including where applicable whether such Grantor is in effect and until all Obligations have been fully satisfiedan organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC or other applicable filing office in the United States any like financing statements or amendments thereto if filed prior to the date hereof.
(g) Each Grantor shall promptly notify the Collateral Agent of any commercial tort claim (as defined in the UCC) with a value estimated in good faith by the Company to be in excess of $10,000,000, initiated or acquired by it and unless otherwise consented by the Collateral Agent (with the written consent of the Authorized Second Lien Representatives), such Grantor shall enter into a supplement to this Agreement, granting to the Collateral Agent a Lien in such commercial tort claim.
(h) Until the Discharge of Secured Obligations has occurred, the Collateral Agent’s Liens shall continue in full force and effect in all the Collateral, provided that, subject to the Intercreditor Agreement, the Collateral Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor as permitted pursuant to the Second Lien Documents subject to the satisfaction of any conditions to release (whether or not deemed eligible for if any) set forth in the purpose Second Lien Documents, including the continuance of calculating the Availability or as the basis for Collateral Agent’s Lien in any advance, loan, extension proceeds of credit, or other financial accommodation)such released Collateral.
(di) The Obligors, at the Obligors’ expense, Each Grantor will grant give prompt written notice to the Collateral Agent of any change in its name, legal form or jurisdiction of organization (whether by merger or otherwise) (and in any event, within 30 days of such change); provided that such Grantor shall deliver to the Collateral Agent all additional financing statements and other documents reasonably necessary or desirable to maintain the validity, perfection and priority of the security interests created hereunder and other documents reasonably necessary or desirable to maintain the validity, perfection and priority of the security interests as and to the extent provided for herein and upon receipt of such additional financing statements the Collateral Agent shall either promptly file such additional financing statements or approve the filing of such additional financing statements by such Grantor. Upon any such approval such Grantor shall proceed with the filing of the additional financing statements and deliver copies (or other evidence of filing) of the additional filed financing statements to the Collateral Agent.
(j) No Grantor shall enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Leases, Instruments or Payment Intangibles or the proceeds of the foregoing to the Collateral Agent, Mortgages in except for any owned Real Estate agreement permitted pursuant to Section 10.15 of the Indenture.
(whether owned by one k) Each Grantor acknowledges that it is not authorized to file any financing statement or Obligors on the Closing Date amendment or acquired thereafter) as may be reasonably requested from time termination statement with respect to time any financing statement filed by the Collateral Agent and/or without the Required Lenders. All prior written consent of the Collateral Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance Grantor’s rights under Section 9-509(d)(2) of the UCC.
(l) Subject to the Agent Intercreditor Agreement, with respect to any Security Collateral in which any Grantor has any right, title or interest and shall constitute valid and enforceable Liens superior to and prior that constitutes an uncertificated security, such Grantor shall, to the rights extent the issuer thereof is a controlled Affiliate of all third Persons and subject the Grantor, or otherwise use its commercially reasonable efforts to, cause the issuer thereof either (i) to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded register the Applicable Agent as the registered owner of such security or filed (ii) to agree in an authenticated record with such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. FurthermoreGrantor, the Obligors shall cause to be delivered Applicable Agent and, to the extent not the Applicable Agent, the Collateral Agent and the Lenders that such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies issuer will comply with instructions with respect to such commitments) after such action is requested in writing to be taken security originated by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Applicable Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together accordance with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documentsapplicable Second Lien Documents without further consent of such Grantor.
(m) Subject to the Intercreditor Agreement, each Grantor agrees that it will pledge hereunder, promptly following its acquisition thereof, any and all additional Security Collateral (subject to any limitations contained herein with respect thereto) and deliver to the Applicable Agent (in the case of the Collateral Agent, for the benefit of the Secured Parties) certificates or instruments representing any such Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank.
Appears in 1 contract
Sources: Security Agreement (United Rentals North America Inc)
Perfection and Protection of Security Interest. (a) The Obligors Grantors shall, at their expense, perform all steps reasonably requested by the Agent in good faith Lender at any time to perfect, maintain, protect, and enforce the Agent’s Lender's Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgages, the Copyright Security Agreement, Patent Collateral Assignment Agreement and the Trademark Security Agreement (each executed on the date hereof and UCC in connection herewith) and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iviii) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the AgentLender; (viv) placing notations on the Obligors’ Grantors' books of account to disclose the Agent’s Lender's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiiv) taking such other steps as are reasonably deemed necessary or desirable by the Agent Lender to maintain and protect the Agent’s Lender's Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees The Grantors agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) If Unless Lender shall otherwise consent in writing (which consent may be revoked), the Grantors shall deliver to the Lender all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments promptly after the Grantors receive the same.
(c) The Grantors shall, in accordance with the terms of the Credit Agreement, obtain or use their best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and the Grantors shall in all instances obtain signed acknowledgements of the Lender's Liens from bailees having possession of any Collateral is at that they hold for the benefit of the Lender.
(d) If required by the terms of the Credit Agreement and not waived by the Lender in writing (which waiver may be revoked), the Grantors shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any time in financial assets or commodities to or for the possession or control Grantors.
(e) If, following the date of this Agreement, any warehousemanGrantor becomes the beneficiary of a letter of credit, bailee or any each such letter of any Obligor’s agents or processorscredit shall permit the assignment of the beneficiary's interest thereunder, then the Obligors shall (i) notify the Agent thereof and, and if the Agent Lender so requests, Grantor shall promptly notify the Obligors shall use commercially reasonable efforts to obtain Lender thereof and enter into a bailee or similar letter acknowledged by such Person that notifies such Person of tri-party agreement with the Agent’s security interest in such Collateral Lender and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, issuer and/or confirmation bank with respect to any Collateral located in any operating facility of any Obligor that is leased by any ObligorLetter-of-Credit Rights assigning such Letter-of-Credit Rights to the Lender and directing all payments thereunder to the Payment Account, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which Lender. Borrower shall not be required to use the owner or lessor services of the Lender as the advising bank with respect to such premises may be entitled to assert against the Collateralletters of credit.
(cf) The Grantors shall take all steps reasonably necessary to grant the Lender control of all electronic chattel paper in accordance with the Code and all "transferable records" as defined in the Uniform Electronic Transactions Act.
(g) The Grantors hereby irrevocably authorize the Lender at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Grantors or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9A of the UCC of the State of Washington or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9A of the UCC of the State of Washington for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether each Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. The Grantors agree to furnish any such information to the Lender promptly upon request. The Grantors also ratify their authorization for the Lender to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) The Grantors shall promptly notify the Lender of any commercial tort claim (as defined in the UCC) acquired by them and unless otherwise consented by the Lender, the Grantors shall enter into a supplement to this Security Agreement, granting to the Lender a Lien in such commercial tort claim.
(i) From time to time, the Obligors Grantors shall, upon the Agent’s Lender's reasonable request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for Lender the ratable benefit of the Agent and the LendersCollateral, but the Obligors’ Grantors' failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Obligorthe Grantors. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Lender's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Each Grantor shall, at their its expense, perform all steps necessary or otherwise reasonably requested by the Collateral Agent in good faith (at the direction of the Majority Holders) at any time to perfect, maintain, protect, protect and enforce the Collateral Agent’s Liens, subject to the terms of each Intercreditor Agreement, including; : (i) executing, delivering, and authorizing the Agent’s filing and recording of the MortgagesCopyright, Patent and Trademark Agreements and amendments thereof in the United States Patent and Trademark Office, the United States Copyright Security AgreementOffice and any other applicable jurisdiction’s copyright, patent or trademark office, and the Trademark Security Agreement and UCC filing financing statements or continuation statements, and amendments thereof, statements in form and substance reasonably satisfactory to the Agentrespective Filing Office; (ii) to the extent constituting Noteholder First Lien Collateral, delivering to the Collateral Agent the originals of all Instrumentsinstruments, Documentsdocuments and Chattel Paper (in each case in excess of $250,000), tangible Chattel Paper, certificated Investment Property and all other Collateral that of which the Collateral Agent is required to have or of which it reasonably determines it should requests to have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed or assigned to the Collateral Agent without restrictionas provided herein; (iii) delivering to the Collateral Agent a duly executed amendment to this Agreement, in the form of Exhibit B (each, an “Amendment”), pursuant to which such Grantor will pledge any additional Collateral that constitutes Commercial Tort Claims; (iv) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent (A) warehouse receipts covering any portion of the Noteholder First Lien Collateral located in warehouses and for which warehouse receipts are issued, (B) warehouse receipts covering any portion of the Intercreditor Collateral (so long as no ABL Liens are outstanding on such Collateral) located in warehouses and for which warehouse receipts are issued and (C) if requested by the Collateral Agent, certificates of title covering Titled Collateral, together with duly executed applications for reflecting the notation of the Collateral Agent’s Liens on such covering any portion of the Collateral for which certificates of titletitle have been issued; (ivv) when an Event of Default has and is continuingexists, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (v) placing notations on the Obligors’ books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form upon the occurrence and substance reasonably acceptable during the continuance of an Event of Default, delivering to the Collateral Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession all letters of securities intermediaries and providing the Agent control of all electronic Chattel Paper in credit constituting Collateral on which such manner as the Agent may requireGrantor is named beneficiary; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent (acting at the direction of the Majority Holders) to maintain maintain, protect and protect enforce the Collateral Agent’s Liens; and (viii) as a result of any change in law applicable to any Grantor or any assets of such Grantor. To the extent permitted by applicable lawany Requirement of Law, the Collateral Agent may file, without any ObligorGrantor’s signature, one or more financing statements disclosing the Collateral Agent’s Liens, and each Obligor . Each Grantor hereby authorizes the Agent, at any time Collateral Agent to attach each Amendment to this Agreement and from time to time, to file financing statements and amendments agrees that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect additional collateral set forth in such jurisdictions as the Agent may deem necessary or desirable in order Amendments shall be considered to perfect the Agent’s Liens in be part of the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time any Collateral with a Fair Market Value in the possession or control excess of any warehouseman$500,000 (other than Intercreditor Collateral, bailee or any of any Obligor’s agents or processors, then the Obligors shall unless (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in no ABL Liens on such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and are outstanding or (ii) consents to the Agent’s filing of applicable ABL Collateral Agent shall also have obtained such UCC financing statements as the Agent may reasonably deem necessary waiver or appropriate to perfect Agent’s security interest in subordination from such Collateral. At the request of the Agent landlord) is located at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor a Grantor that is leased not owned by any Obligorsuch Grantor, then the Obligors shall such Grantor shall, upon request, use commercially reasonable efforts to obtain written landlord lien waivers or subordinationssubordination agreements, in form and substance reasonably satisfactory to the Collateral Agent, that waive or subordinate of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the such Collateral.
(c) From time to time, the Obligors subject to each Intercreditor Agreement, each Grantor shall, upon the Collateral Agent’s reasonable request, execute and deliver confirmatory written instruments pledging to the Collateral to the Agent, for the ratable benefit of the Agent and Secured Parties, the LendersCollateral with respect to such Grantor, but the Obligors’ failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Secured Parties in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)such Grantor.
(d) The Obligors, at To the Obligors’ expense, will grant extent any Grantor has rights in or the power to the Agent, Mortgages transfer rights in any owned Real Estate Investment Property that is Collateral (whether owned by one or Obligors on the Closing Date or acquired thereafterx) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages Fair Market Value in excess of $500,000 andor (y) constituting Equity Interests, each Grantor that is the owner of any such Investment Property agrees that it shall use its commercially reasonable efforts to cause the applicable Investment Property Issuer thereof to agree as follows with respect to such Investment Property:
(i) all such Investment Property issued by such Investment Property Issuer, all warrants and all non-cash dividends and other non-cash distributions in connection therewithrespect thereof at any time registered in the name of, or otherwise deliverable to, any Grantor shall be delivered directly to the Collateral Agent may file for the account of such UCC financing Grantor;
(ii) during the existence of any Event of Default, upon notice by the Collateral Agent, all cash dividends, cash distributions and amendment statements as other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Grantor shall be delivered directly to the Agent deems necessary or desirable in order to perfect Collateral Agent, for the account of the Secured Parties, at the Collateral Agent’s Liens thereinaddress for notices set forth in Section 8.1; and
(iii) with respect to any of such Investment Property at any time constituting an uncertificated security as defined by the UCC, together such Investment Property Issuer will comply with a supplement to this Agreement in form and substance reasonably acceptable to instructions originated by the Collateral Agent in order to subject such commercial tort claim to without further consent by the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documentsregistered owner thereof.
Appears in 1 contract
Sources: Collateral Agreement (Aquestive Therapeutics, Inc.)
Perfection and Protection of Security Interest. (a) The Obligors Loan Parties shall, at their expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including; : (i) executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such Collateral for which certificates of titletitle have been issued; (iviii) when upon the occurrence of an Event of Default has Default, and is continuingif so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (viv) placing notations on the Obligors’ each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiiv) taking such other steps as are deemed reasonably deemed or desirable necessary by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing .
(b) Promptly after the Agent’s Liensrequest therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each Obligor issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes the Agent, Agent at any time and from time to time, time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that describe (a) indicate the Collateral covered by (i) as all assets of such financing statements as “all assets”, “all personal property” Loan Party or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens effect, regardless of whether any particular asset comprised in the Collateral. Each Obligor agrees that a carbon, photographic, photostaticCollateral falls within the scope of Article 9 of the UCC or such jurisdiction, or other reproduction (ii) as being of this Agreement an equal or of a financing statement is sufficient as a financing statement.
lesser scope or with greater detail, and (b) If contain any Collateral is at any time in other information required by part 5 of Article 9 of the possession UCC for the sufficiency or control filing office acceptance of any warehousemanfinancing statement or amendment, bailee or any of any Obligor’s agents or processors, then the Obligors shall including (i) notify the Agent thereof and, if the Agent so requestswhether such Loan Party is an organization, the Obligors shall use commercially reasonable efforts type of organization and any organization identification number issued to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructionsLoan Party, and (ii) consents in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent’s filing of , such UCC financing statements as the Loan Party shall enter into a supplement to this Agreement, granting to Agent may reasonably deem necessary or appropriate to perfect Agent’s a security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the CollateralCommercial Tort Claim.
(ci) From time to time, the Obligors Loan Parties shall, upon the Agent’s written request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lendersother Secured Parties, the Collateral, but the ObligorsLoan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any Lender other Secured Party in and to the Collateral with respect to any ObligorCollateral. So long as this the Term Loan Agreement is in effect and until all Obligations have been fully satisfiedsatisfied and the Commitments have been terminated, the Agent’s Liens security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral.
(dj) The ObligorsExcept as otherwise expressly permitted under the Term Loan Agreement, at Loan Party shall reincorporate or reorganize itself under the Obligorslaws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ expense, will grant security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior subject to the rights of all third Persons and subject to no other Liens except for Permitted LiensLoan Parties under Section 9-509(d)(2) of the UCC. Such Mortgages All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid continue in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent force and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may beeffect.
(el) The Obligors shallNo Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, together with each delivery Chattel Paper, Instruments or Payment Intangibles or the proceeds of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documentsforegoing.
Appears in 1 contract
Sources: Security Agreement (Salton Inc)
Perfection and Protection of Security Interest. (a) The Obligors Each Grantor shall, at their its expense, perform all steps reasonably requested by Collateral Agent or the Agent in good faith Security Trustee, as the case may be, at any time to perfect, maintain, protect, and enforce the Collateral Agent’s or the Security Trustee’s, as the case may be, Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the MortgagesShip Mortgage(s), the Copyright Security AgreementMortgage(s), Patent Assignments and the Trademark Security Agreement Agreements and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to Collateral Agent or the AgentSecurity Trustee, as the case may be; (ii) delivering to the Collateral Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other upon Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent reasonable request warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iviii) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by Collateral Agent (or, prior to the AgentSenior Priority Discharge Date, the Revolving Facility Collateral Agent in accordance with the Intercreditor Agreement); (viv) placing notations on the Obligors’ such Grantor’s books of account to disclose the Collateral Agent’s or the Security Trustee’s, as the case may be, security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiiv) taking such other steps as are reasonably deemed necessary or desirable by Collateral Agent or the Agent Security Trustee, as the case may be, to maintain and protect the Collateral Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Each Grantor shall, in accordance with the terms of the Indenture, notify Collateral Agent in writing if any Borrower has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon Collateral Agent’s request, shall promptly take such actions as Collateral Agent deems appropriate to confer upon Collateral Agent (for the benefit of Secured Parties) a duly perfected, first priority Lien (subject to the Intercreditor Agreement) upon such claim.
(c) Each Grantor shall, in accordance with the terms of the Indenture, notify Collateral Agent in writing if, after the Closing Date, such Grantor obtains any interest in any Collateral consisting of Deposit Accounts (other than an account exclusively used for payroll, payroll taxes, employee benefits or escrow arrangements, an account containing not more that $10,000 at any time, or an account where the balance of such Deposit Account is swept at the end of each Business Day into a Deposit Account subject to an Account Control Agreement), Chattel Paper, Documents, Instruments, Intellectual Property, registered Copyrights, registered Trademarks, Investment Property or Letter-of-Credit Rights and, upon Collateral Agent’s request, shall promptly take such actions as Collateral Agent deems appropriate to effect Collateral Agent’s duly perfected, first priority Lien (subject to the Intercreditor Agreement) upon such Collateral, including, subject to the Intercreditor Agreement, obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is at any time in the possession of a third party, at Collateral Agent’s request, each Grantor shall obtain a written acknowledgment that such third party holds the Collateral for the benefit of Collateral Agent.
(d) Each Grantor shall, in accordance with the terms of the Indenture, obtain or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use its commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person Lien Waivers from landlords and mortgagees, and each Grantor shall in all instances obtain signed acknowledgements of Collateral Agent’s Liens from bailees having possession of any Collateral that notifies such Person they hold for the benefit of Collateral Agent.
(e) In accordance with Section 11 herein, each Grantor shall obtain authenticated Account Control Agreements with respect to Deposit Accounts of the Agent’s security interest Grantors (other than an Account constituting Excluded Property including, without limitation, an Account exclusively used for payroll, payroll taxes, 401(k) and other retirement plans and employee benefits, including, without limitation, rabbi trusts for deferred compensation and health care benefits, a Deposit Account containing not more that $10,000 at any time, a Deposit Account for which Collateral Agent or the Revolving Facility Collateral Agent is the depositary, or a Deposit Account where the balance of such Deposit Account is swept at the end of each Business Day into a Deposit Account subject to an Account Control Agreement).
(f) Each Grantor hereby irrevocably authorizes Collateral Agent or the Security Trustee, as the case may be, at any time and from time to time to file any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in such the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and instructs such Person to hold all such Collateral (b) contain any other information required by part 5 of Article 9 of the UCC for the Agent’s account subject sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to the Agent’s instructionssuch Grantor, and (ii) consents in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for Collateral Agent to have filed any like initial financing statements or amendments thereto if filed prior to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateraldate hereof.
(cg) From time to time, the Obligors each Grantor shall, upon the Collateral Agent’s reasonable request, execute and deliver confirmatory written instruments pledging the to Collateral to the Agent, for the ratable benefit of the Collateral Agent and the LendersHolders, the Collateral, but the Obligors’ any Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Collateral Agent or any Lender Holder in and to the Collateral with respect to any Obligorsuch Grantor. So long as this Agreement the Indenture is in effect and until all Noteholder Obligations have been fully satisfied, the Collateral Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: General Security Agreement (United Maritime Group, LLC)
Perfection and Protection of Security Interest. (a) The Obligors shall, at their expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including; : (i) executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued, unless the Agent shall have obtained a Collateral Access Agreement in form and substance acceptable to the Agent from any applicable warehouseman; (iviii) when upon the occurrence of an Event of Default has and is continuingDefault, transferring Inventory to warehouses or other locations designated by the Agent; (viv) placing notations on the Obligors’ each Obligor’s books of account to disclose the validity, perfection and priority of Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiiv) taking such other steps as are deemed reasonably deemed or desirable necessary by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing .
(b) Promptly after the Agent’s Liensrequest therefor, Obligors shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Obligors shall, in accordance with the terms of the Second Amended Credit Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Second Amended Credit Agreement and not waived by Agent in writing (which waiver may be revoked), Obligors shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Obligor.
(e) If an Obligor is or becomes the beneficiary of a letter of credit (other than those issued for the account of an Obligor pursuant to the Second Amended Credit Agreement), such Obligor shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Obligors shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act.
(g) Each Obligor hereby irrevocably authorizes the Agent, Agent at any time and from time to time, time during the term of the Second Amended Credit Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that describe (a) indicate the Collateral covered by (i) as all assets of such financing statements as “all assets”, “all personal property” Obligor or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens effect, regardless of whether any particular asset comprised in the Collateral. Each Obligor agrees that a carbon, photographic, photostaticCollateral falls within the scope of Article 9 of the UCC or such jurisdiction, or other reproduction (ii) as being of this Agreement an equal or of a financing statement is sufficient as a financing statement.
lesser scope or with greater detail, and (b) If contain any Collateral is at any time in other information required by part 5 of Article 9 of the possession UCC for the sufficiency or control filing office acceptance of any warehousemanfinancing statement or amendment, bailee or any of any Obligor’s agents or processors, then the Obligors shall including (i) notify the Agent thereof and, if the Agent so requestswhether such Obligor is an organization, the Obligors shall use commercially reasonable efforts type of organization and any organization identification number issued to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructionsObligor, and (ii) consents in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Obligors agree to furnish any such information to Agent promptly upon written request. Each Obligor also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Obligor shall promptly notify Agent of any Commercial Tort Claim acquired by it and, unless otherwise consented in writing by Agent’s filing of , such UCC financing statements as the Obligor shall enter into a supplement to this Agreement, granting to Agent may reasonably deem necessary or appropriate to perfect Agent’s a security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the CollateralCommercial Tort Claim.
(ci) From time to time, the Obligors shall, upon the Agent’s written request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but the Obligors’ failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any Lender in and to the Collateral with respect to any ObligorCollateral. So long as this the Second Amended Credit Agreement is in effect and until all Obligations have been fully satisfiedsatisfied and the Commitments have been terminated, the Agent’s security interests and other Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Security Agreement (Applica Inc)
Perfection and Protection of Security Interest. (a) The Obligors Each Grantor shall, at their its expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgages, the Copyright Intellectual Property Security Agreement, Agreements and the Trademark Security Agreement Mortgages and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, and tangible Chattel Paper, certificated Investment Property and all other Collateral that in such Grantor's possession of which the Agent reasonably determines it should have physical possession in order to perfect and or protect the Agent’s 's security interest therein, duly pledged, endorsed endorsed, or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ such Grantor's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to assigning and, upon the Agent from securities intermediaries with respect to financial assets (including Investment Property) in Agent's request during the possession continuance of securities intermediaries and providing the Agent control an Event of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and Default, delivering to the Agent all such Grantor's Supporting Obligations, including letters of credit on which any Obligor such Grantor is named beneficiary, with, to the extent practicable, beneficiary with the written consent of the issuer thereof; and (viiivii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens, including without limitation, delivering to Agent upon request originals and copies, as needed, of any and all certificates evidencing ERCs owned by the Company, together with all documentation necessary to perfect Agent's security interest in such ERCs with the applicable air quality management districts or other Governmental Authority pursuant to California Health and Safety Code Section 40709, et seq. To the extent permitted by applicable lawIn addition, the Grantors shall deliver to Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect -- --- upon request an authorization in such jurisdictions as the blank authorizing Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens in future ERCs earned or acquired by the CollateralCompany. Each Obligor Grantor agrees that a carbon, photographic, photostatic, electronic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Unless Agent shall otherwise consent in writing (which consent may be revoked), each Grantor shall deliver to Agent all Collateral is at any time consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after such Grantor receives the possession same.
(c) Each Grantor shall, in accordance with the terms of the Credit Agreement, obtain or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially its reasonable best efforts to obtain a bailee waivers or similar letter acknowledged subordinations of Liens from landlords and mortgagees, and each Grantor shall use its reasonable best efforts to obtain signed acknowledgements of Agent's Liens from bailees having possession of any Collateral that they hold for the benefit of Agent.
(d) If required by such Person that notifies such Person the terms of the Agent’s security interest Credit Agreement and not waived by Agent in writing (which waiver may be revoked), each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Collateral Grantor.
(e) If any Grantor is or becomes the beneficiary of a letter of credit such Grantor shall promptly notify Agent thereof and instructs such Person to hold all such Collateral for enter into a tri-party agreement with Agent and the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, issuer and/or confirmation bank with respect to any Collateral located in any operating facility of any Obligor that is leased by any ObligorLetter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(cf) Each Grantor shall take all steps necessary to grant the Agent control of all of such Grantor's electronic chattel paper in accordance with the Code and all "transferable records" as defined in the Uniform Electronic Transactions Act.
(g) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (1) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset that
(1) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (2) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Grantor shall promptly notify Agent of any commercial tort claim (as defined in the UCC) that exceeds $200,000 or any group of commercial tort claims that exceed $500,000 in the aggregate, acquired by it and, unless otherwise consented by Agent, such Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such commercial tort claim or claims.
(i) From time to time, the Obligors each Grantor shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but the Obligors’ any Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Obligorsuch Grantor. So long as this the Credit Agreement is in effect and until all Secured Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Security Agreement (Mail Well Inc)
Perfection and Protection of Security Interest. (a) The Obligors Each Loan Party shall, at their its expense, perform all steps reasonably requested by the Collateral Agent in good faith at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, subject to the terms of the Intercreditor Agreement, including; : (i) executing, delivering, and authorizing the Agent’s and/or filing and recording of the MortgagesCopyright, the Copyright Security AgreementPatent, and the Trademark Security Agreement Agreements, and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) to the extent constituting Revolving Facility First Lien Collateral, delivering to the Collateral Agent the originals of all Instrumentsinstruments, Documentsdocuments, tangible and Chattel PaperPaper (in each case in excess of $250,000), certificated Investment Property and all other Collateral that of which the Collateral Agent reasonably determines it should have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed endorsed, or assigned to the Collateral Agent without restrictionas provided herein; (iii) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent upon request (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and (B) if requested by the Collateral Agent, certificates of title covering Titled Collateral, together with duly executed applications for reflecting the notation of the Collateral Agent’s Liens on such covering any portion of the Collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has and is continuingexists, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (v) placing notations on upon the Obligors’ books occurrence and during the continuance of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession an Event of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and Default, delivering to the Collateral Agent all Supporting Obligations, including letters of credit constituting Collateral on which any Obligor such Loan Party is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiivi) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens. To the extent permitted by applicable lawany Requirement of Law and the Intercreditor Agreement, the Collateral Agent may file, without any ObligorLoan Party’s signature, one or more financing statements disclosing the Collateral Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral constituting Inventory with a Fair Market Value in excess of $250,000 is at any time in the possession or control of any warehouseman, bailee bailee, or any of any Obligorsuch Loan Party’s agents or processorsprocessors (other than (1) any Persons that have previously executed a bailee letter or landlord waiver for the benefit of the Collateral Agent or (2) the Noteholder Collateral Agent), then the Obligors such Loan Party shall (i) notify the Collateral Agent thereof and(including by delivery of the Perfection Certificate on the date hereof) and shall, if at the Agent so requestsrequest of the Collateral Agent, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Collateral Agent’s security interest in such Collateral and instructs instruct such Person to hold all such Collateral for the Collateral Agent’s account subject to the Collateral Agent’s instructions, instructions and (ii) consents subject to the Agent’s filing Intercreditor Agreement. If at any time any Collateral with a Fair Market Value in excess of $250,000 is located at any operating facility of a Loan Party which is not owned by such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in Loan Party, such Collateral. At Loan Party, at the request of the Agent at any time during the continuance of an Event of DefaultCollateral Agent, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the AgentAgents, that waive or subordinate of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; provided that in the event any Loan Party is unable to obtain any such written waiver or subordination, the Agents may, in the exercise of Reasonable Credit Judgment, establish a Reserve with respect to any such Collateral that is Eligible Inventory in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory.
(c) From time to time, subject to the Obligors Intercreditor Agreement, each Loan Party shall, upon the Collateral Agent’s request, execute and deliver confirmatory written instruments pledging to the Collateral to the Agent, for the ratable benefit of the Agent and Secured Parties, the LendersCollateral with respect to such Loan Party, but the Obligors’ failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Secured Parties in and to the Collateral with respect to any Obligorsuch Loan Party. So long as this Agreement is in effect and until all Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) have been fully satisfied, the Collateral Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The ObligorsTo the extent any Loan Party is the owner of any Investment Property that is Collateral (each such Person which issues any such Investment Property being referred to herein as an “Issuer”) with a Fair Market Value in excess of $250,000, each Loan Party which is the owner of any such Investment Property agrees that, at the Obligors’ expenserequest of the Agents, will grant subject to the AgentIntercreditor Agreement, Mortgages in any owned Real Estate (whether owned by one or Obligors on it will use its commercially reasonable efforts to cause the Closing Date or acquired thereafter) Issuer thereof to agree, as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies follows with respect to such commitmentsInvestment Property:
(i) after All such action is requested Investment Property issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in writing respect thereof at any time registered in the name of, or otherwise deliverable to, any Loan Party, shall be delivered directly to be taken by the Collateral Agent (or to the Required LendersNoteholder Collateral Agent under the Intercreditor Agreement), as for the case may beaccount of such Loan Party.
(eii) The Obligors shallIf such Investment Property shall constitute Revolving Facility First Lien Collateral, together with each delivery then during the existence of any Event of Default, upon notice by the Agents, all cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Loan Party shall be delivered directly to the Collateral Agent, for the account of the certificate described Secured Parties, at the Collateral Agent’s address for notices set forth in Section 6.2(e)15.8.
(iii) If such Investment Property shall constitute Revolving Facility First Lien Collateral, notify then with respect to any of such Investment Property at any time constituting an uncertificated security as defined by the UCC, such Issuer will comply with instructions originated by the Collateral Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as without further consent by the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documentsregistered owner thereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Metals USA Plates & Shapes Southcentral, Inc.)
Perfection and Protection of Security Interest. (a) The Obligors Each Loan Party shall, at their its expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including; , without limitation: (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Papercertificates, certificated Investment Property and chattel paper, and all other Collateral that of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent or in blank without restriction; (iii) after a Default or Event of Default, delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has and is continuingexists, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ such Loan Party's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor such Loan Party is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiivii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s Loan Party's signature, one or more financing statements disclosing the Agent’s 's Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral having a book value (determined on a FIFO basis if applicable) of $100,000 or more is at any time located at, or in the possession or control of any warehouseman, bailee or any of any Obligor’s agents a Loan Party's agents, vendors or processors, then the Obligors such Loan Party shall (i) notify the Agent thereof andand shall, if at the Agent so requestsrequest of Agent, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Agent’s 's security interest in such Collateral , obtain a lien waiver from such Person in form and instructs substance reasonably acceptable to the Agent and instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s instructions, and 's instructions (ii) consents to the Agent’s filing of such UCC financing statements as which instructions the Agent may reasonably deem necessary will not give unless an Event of Default has occurred and is continuing). If at any time any Collateral having a book value (determined on a FIFO basis if applicable) of $100,000 or appropriate to perfect Agent’s security interest in more is located on any operating facility of a Loan Party which is not owned by such Collateral. At Loan Party, then such Loan Party shall, at the request of the Agent at any time during the continuance of an Event of DefaultAgent, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, that waive or subordinate of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors each Loan Party shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to such Loan Party, but the Obligors’ such Loan Party's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Obligorsuch Loan Party. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Loan, Guaranty and Security Agreement (Riddell Sports Inc)
Perfection and Protection of Security Interest. (a) The Obligors Each Loan Party shall, at their its expense, promptly perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including; , without limitation: (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the MortgagesCopyright, the Copyright Security Agreement, Patent and the Trademark Security Agreement Agreements and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Paperand chattel paper, certificated Investment Property and all other Collateral that of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such Collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has and is continuingexists, transferring Inventory to warehouses or other locations reasonably designated by the Agent; (v) placing notations on the Obligors’ such Loan Party's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor such Loan Party is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viii) taking such other steps as are deemed reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s such Loan Party's signature, one or more financing statements disclosing the Agent’s 's Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s the agents or processorsprocessors of any Loan Party, then the Obligors such Loan Party shall (i) notify the Agent thereof andand shall, if at the Agent so requestsrequest of Agent, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Agent’s 's security interest in such Collateral and instructs instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent If at any time during the continuance of an Event of Default, with respect to any Collateral is located in on any operating facility of any Obligor that Loan Party which is leased not owned by any Obligorsuch Loan Party, then such Loan Party shall, at the Obligors shall use commercially reasonable efforts to request of the Agent, obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, that waive or subordinate of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) In order to perfect, preserve and protect its security interest in, and other rights and powers provided herein with respect to, Imported Inventory (including without limitation those set forth in Section 6.15):
(i) the Borrower and the other Loan Parties shall cause the Agent to be designated in all bills of lading and other negotiable and non-negotiable documents as the consignee or other Person to whom or to whose order such documents promise delivery; and (ii) the Borrower, on its own behalf and on behalf of the other Loan Parties, the Import Broker, and the Agent on behalf of the Lenders have entered into an Imported Inventory Agreement which sets forth certain procedures relating to the importation of Imported Inventory and the handling of documents relating thereto.
(d) From time to time, the Obligors each Loan Party shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to such Loan Party, but the Obligors’ such Loan Party's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Obligorsuch Loan Party. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Each of the Grantors shall, at their own expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgages, the Copyright Security Agreement, Mortgages and the Trademark Security Agreement executing and UCC filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iviii) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (viv) placing notations on the Obligors’ such Grantor’s books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiiv) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To ; provided that on the extent permitted by applicable law, anniversary of the Agent may file, without any Obligor’s signature, one or more financing statements disclosing Closing Date and within 15 days after the Agent’s Liensrequest therefor, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as Company shall furnish the Agent may deem necessary an Opinion of Counsel pursuant to Section 11.04 of the Indenture, whether or desirable in order to perfect not such Opinion of Counsel is required by the Agent’s Liens in the CollateralTIA. Each Obligor Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Unless Agent shall otherwise consent in writing (which consent may be revoked), each Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments promptly after such Grantor receives the same.
(c) If required by the terms of hereof and not waived by Agent in writing (which waiver may be revoked), each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor.
(d) If any Collateral Grantor is at any time in or becomes the possession or control beneficiary of any warehouseman, bailee or any a letter of any Obligor’s agents or processors, then the Obligors credit such Grantor shall (i) promptly notify the Agent thereof and, if and enter into a tri–party agreement with Agent (or an agent or bailee of Agent) and the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, issuer and/or confirmation bank with respect to any Collateral located in any operating facility of any Obligor that is leased by any ObligorLetter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(ce) Each Grantor shall take all steps necessary to grant the Agent (or an agent or bailee of Agent) control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in the Uniform Electronic Transactions Act.
(f) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(g) Each Grantor shall promptly notify Agent of any commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented by Agent, each Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such commercial tort claim.
(h) From time to time, the Obligors each Grantor shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but the Obligors’ any Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any ObligorGrantor. So long as this Agreement the Indenture is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Perfection and Protection of Security Interest. (a1) The Obligors Each Borrower shall, at their its expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgagesmortgage(s), the Copyright Security Agreement, copyright security agreement and the Trademark Security Agreement patent and UCC trademark agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible and Chattel Paper, certificated Investment Property and all other Collateral that of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such Collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ such Borrower's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireintermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor Borrower is named beneficiary, with, to the extent practicable, beneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s Borrower's signature, one or more financing statements disclosing the Agent’s 's Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees The Borrowers agree that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b2) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s Borrower's agents or processors, then the Obligors such Borrower shall (i) notify the Agent thereof andand shall, if requested by the Agent so requestsAgent, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person the bailee that notifies such Person of the Agent’s 's security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent If at any time during the continuance of an Event of Default, with respect to any Collateral is located in any operating facility of any Obligor Borrower that is leased by any Obligorsuch Borrower, then then, at the Obligors request of the Agent, such Borrower shall use commercially reasonable its best efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive waives or subordinate subordinates all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c3) From time to time, the Obligors each Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but the Obligors’ a Borrower's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any ObligorBorrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Loan Parties shall, at their expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including; : (i) executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued issued, unless the Agent shall have obtained a Collateral Access Agreement or Imported Inventory Agreement in form and substance reasonably acceptable to the Agent from any applicable warehouseman, and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such Collateral for which certificates of titletitle have been issued; (iviii) when upon the occurrence of an Event of Default has Default, and is continuingif so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (viv) placing notations on the Obligors’ each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiiv) taking such other steps as are deemed reasonably deemed or desirable necessary by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing .
(b) Promptly after the Agent’s Liensrequest therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Credit Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Credit Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each Obligor issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Credit Agreement), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes the Agent, Agent at any time and from time to time, time during the term of the Credit Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that describe (a) indicate the Collateral covered by (i) as all assets of such financing statements as “all assets”, “all personal property” Loan Party or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens effect, regardless of whether any particular asset comprised in the Collateral. Each Obligor agrees that a carbon, photographic, photostaticCollateral falls within the scope of Article 9 of the UCC or such jurisdiction, or other reproduction (ii) as being of this Agreement an equal or of a financing statement is sufficient as a financing statement.
lesser scope or with greater detail, and (b) If contain any Collateral is at any time in other information required by part 5 of Article 9 of the possession UCC for the sufficiency or control filing office acceptance of any warehousemanfinancing statement or amendment, bailee or any of any Obligor’s agents or processors, then the Obligors shall including (i) notify the Agent thereof and, if the Agent so requestswhether such Loan Party is an organization, the Obligors shall use commercially reasonable efforts type of organization and any organization identification number issued to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructionsLoan Party, and (ii) consents in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent’s filing of , such UCC financing statements as the Loan Party shall enter into a supplement to this Agreement, granting to Agent may reasonably deem necessary or appropriate to perfect Agent’s a security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the CollateralCommercial Tort Claim.
(ci) From time to time, the Obligors Loan Parties shall, upon the Agent’s written request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lendersother Secured Parties, the Collateral, but the ObligorsLoan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any Lender other Secured Party in and to the Collateral with respect to any ObligorCollateral. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfiedsatisfied and the Commitments have been terminated, the Agent’s Liens security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(dj) The ObligorsExcept as otherwise expressly permitted under the Credit Agreement, at Loan Party shall reincorporate or reorganize itself under the Obligorslaws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ expense, will grant security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior subject to the rights of all third Persons Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement and subject to no other Liens except for Permitted Liens. Such Mortgages the Amended Security Agreement shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid continue in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent force and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may beeffect.
(e1) The Obligors shallNo Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, together with each delivery Chattel Paper, Instruments or Payment Intangibles or the proceeds of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documentsforegoing.
Appears in 1 contract
Sources: Security Agreement (Salton Inc)
Perfection and Protection of Security Interest. (a) The Obligors Borrowers shall, at their expense, perform all steps requested by the Agent in good faith Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, including; without limitation: (ia) executing, delivering, and authorizing the Agent’s filing executing and recording of the Mortgages, the Copyright Security Agreement, Patent and the Trademark Security Agreement Assignments and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Paperand chattel paper, certificated Investment Property and all other Collateral that of which the Agent reasonably Lender determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iiic) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of titleissued; (ivd) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the AgentLender; (ve) placing notations on the Obligors’ either Borrower's books of account to disclose the Agent’s security interestSecurity Interest; (vif) obtaining control agreements executing and delivering to the Lender a security agreement relating to the Reversions in form and substance reasonably acceptable satisfactory to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireLender; (viig) assigning and delivering to the Agent Lender all Supporting Obligations, including letters of credit on which any Obligor either Borrower is named beneficiary, with, ; (h) executing and delivering or procuring the execution and delivery of additional security agreements relating to the extent practicable, the written consent foreign assets of the issuer thereof; Borrowers and (viii) taking such other steps as are reasonably deemed their Subsidiaries or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral domestic assets not covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinationsthen-existing Security Agreements, in form and substance reasonably satisfactory to the AgentLender; (i) enter, that waive or subordinate all present and future Liens which procure the owner or lessor entry of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.any
Appears in 1 contract
Sources: Loan and Security Agreement (California Microwave Inc)
Perfection and Protection of Security Interest. (a) The Obligors Grantor shall, at their its expense, perform all steps reasonably requested by the Agent in good faith any Secured Party at any time to perfect, maintain, protect, and enforce the Agent’s such Secured Party's Liens, including; : (i) executing, delivering, executing and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agentsuch Secured Party; (ii) at the Secured Parties request, delivering to the Agent Secured Parties the originals of all Instruments, Documents, tangible and Chattel Paper, certificated Investment Property and all other Collateral that of which the Agent Secured Parties reasonably determines it determine they should have physical possession in order to perfect and protect the Agent’s Secured Parties' security interest therein, duly pledged, endorsed or assigned to the Agent Secured Parties without restriction; (iii) delivering to the Agent Secured Parties warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iv) at the request of the Secured Parties when an a Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the AgentSecured Parties (or such Secured Party); (v) placing notations on the Obligors’ Grantor's books of account to disclose the Agent’s Secured Parties' security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to favor of the Agent Secured Parties from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireintermediaries; (vii) at the request of the Secured Parties, assigning and delivering to the Agent Secured Parties all Supporting Obligations, including letters of credit on which any Obligor Grantor is named beneficiary, with, to the extent practicable, beneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by the Agent any Secured Party to maintain and protect the Agent’s such Secured Party's Liens. To the extent permitted by applicable law, the Agent any Secured Party may file, without any Obligor’s Grantor's signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.Secured Party's
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors shallPledgor will execute and deliver to Secured Party security agreements, at their expenseassignments, perform all steps requested by the Agent in good faith control agreements and other documents and instruments as Secured Party may at any time reasonably request to establish, attach, perfect, maintainor protect any pledge, protectlien, and enforce the Agent’s Liens, including; (i) executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security or security interest granted to Secured Party pursuant to this Agreement, and the Trademark Security Agreement and UCC . Pledgor authorizes Secured Party to file all financing or continuation statements, and all continuations or amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsestablish, Documentsattach, tangible Chattel Paperperfect or protect any pledge, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s lien or security interest therein, duly pledged, endorsed or assigned granted to Secured Party in the Agent without restriction; (iiiPledged Collateral. Pledgor agrees that subject to Pledgor's rights under Section 9-509(d)(2) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses UCC, Pledgor is not and for which warehouse receipts are issued and certificates of title covering Titled Collateralshall not be authorized to file any financing statement or amendment, together with duly executed applications for the notation of the Agent’s Liens on such certificates of title; (iv) when an Event of Default has and is continuing, transferring Inventory to warehouses termination or other locations designated by the Agent; (v) placing notations on the Obligors’ books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries corrective statement with respect to financial assets (including Investment Property) in any financing statement filed by Secured Party, or with respect to any continuation or amendment thereof, without the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the prior written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statementSecured Party.
(b) If any Collateral is at any time in the possession or control of any warehousemanPledgor hereby appoints Secured Party, bailee or any of any Obligor’s agents or processorsand Secured Party's designee(s), then the Obligors shall as Pledgor's attorney-in-fact (i) notify to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the Agent thereof andestablishment, if the Agent so requestsattachment, the Obligors shall use commercially reasonable efforts to obtain a bailee perfection or similar letter acknowledged by such Person that notifies such Person protection of the Agent’s Secured Party's security interest in such any Pledged Collateral, (ii) to endorse the name of Pledgor on any checks, notes, drafts or other forms of payment or security consisting of Pledged Collateral and instructs such Person to hold all such Collateral for that may come into the Agent’s account subject to the Agent’s instructionspossession of Secured Party or any Affiliate of Secured Party, and (iiiii) consents generally, to do all things necessary to carry out the Agent’s filing purposes and intent of such UCC financing statements this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Pledgor approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Secured Party nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the Agent may reasonably deem necessary same does not constitute gross negligence or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateralwillful misconduct.
(c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Pledge Agreement (Hooper Holmes Inc)
Perfection and Protection of Security Interest. (a) The Obligors Each Grantor shall, at their its expense, perform all steps requested by the Agent in good faith Purchaser at any time to perfect, maintain, protect, and enforce the Agent’s Purchaser's Liens, including; : (i) executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentPurchaser; (ii) delivering to the Agent Purchaser the originals of all Instruments, Documents, tangible and Chattel Paper, certificated Investment Property and all other Collateral that the Agent of which Purchaser reasonably determines it should have physical possession in order to perfect and protect the Agent’s Purchaser's security interest therein, duly pledged, endorsed or assigned to the Agent Purchaser without restriction; (iii) delivering to the Agent Purchaser warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such Collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the AgentPurchaser; (v) placing notations on the Obligors’ such Grantor's books of account to disclose the Agent’s Purchaser's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireintermediaries; (vii) assigning and delivering to the Agent Purchaser all Supporting Obligations, including letters of credit on which any Obligor such Grantor is named beneficiary, with, to the extent practicable, as beneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by the Agent Purchaser to maintain and protect the Agent’s Purchaser's Liens. To the extent permitted by applicable law, the Agent Purchaser may file, without any Obligor’s such Grantor's signature, one or more financing statements disclosing the Agent’s Purchaser's Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Grantor agrees that a carbon, photographic, photostaticphoto static, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral exceeding $100,000 in value is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s Grantor's agents or processors, then the Obligors such Grantor shall (i) notify the Agent Purchaser thereof and, if the Agent so requests, the Obligors and shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person the bailee that notifies such Person of the Agent’s Purchaser's security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s Purchaser's account subject to the Agent’s Purchaser's instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent If at any time during the continuance of an Event of Default, with respect to any Collateral exceeding $100,000 in value is located in any operating facility of any Obligor a Grantor that is leased by any Obligorsuch Grantor, then the Obligors Grantor shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the AgentPurchaser, that waive waives or subordinate subordinates all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors each Grantor shall, upon the Agent’s Purchaser's request, execute and deliver confirmatory written instruments pledging to Purchaser the Collateral to the Agent, for the ratable benefit of the Agent and the LendersCollateral, but the Obligors’ such Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Purchaser in and to the Collateral with respect to any Obligorsuch Grantor. So long as this the Purchase Agreement is in effect and until all Obligations to Purchaser have been fully satisfied, the Agent’s Purchaser's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The ObligorsEach Grantor hereby represents and warrants to Purchaser that, at as of the Obligors’ expensedate hereof and to each Grantor's knowledge, will grant such Grantor has no Tort Claims, except as set forth on Schedule IV. Each Grantor shall notify Purchaser on no less than a quarterly basis of any Tort Claims known to such Grantor and which arise following the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All date hereof and such Mortgages Tort Claims shall be granted pursuant added to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may beSchedule IV.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Grantor shall, at their its expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s Liens's Liens granted under this Security Agreement or any other Loan Document, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgages, the Copyright Security Agreement, Mortgages and the Trademark Security Agreement executing and UCC filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, and tangible Chattel Paper, certificated Investment Property and all other Collateral that in Grantor's possession of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed endorsed, or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ Grantor's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to assigning and, upon the Agent from securities intermediaries with respect to financial assets (including Investment Property) in Agent's request during the possession continuance of securities intermediaries and providing the Agent control an Event of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and Default, delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor such Grantor is named beneficiary, with, to the extent practicable, beneficiary with the written consent of the issuer thereof; and (viiivii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor The Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) If Unless Agent shall otherwise consent in writing (which consent may be revoked), Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments promptly after Grantor receives the same.
(c) Grantor shall, in accordance with the terms of the Credit Agreement, obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantor shall in all instances obtain signed acknowledgements of Agent's Liens from bailees having possession of any Collateral is at that they hold for the benefit of Agent.
(d) If required by the terms of the Credit Agreement and not waived by Agent in writing (which waiver may be revoked), Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any time financial assets or commodities to or for Grantor. Notwithstanding anything to the contrary herein or in the possession Loan Documents, Agent will not deliver to any Person any notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any account control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall agreement with respect to (i) the Qualified Custodial Accounts or the Deposit Accounts (other than Payment Accounts), except in connection with the exercise of remedies hereunder following the occurrence of a Liquidity Trigger Event or (ii) the Payment Accounts, except in connection with the exercise of remedies hereunder following the occurrence of a Payment Account Trigger Event.
(e) If Grantor is or becomes the beneficiary of a letter of credit Grantor shall promptly notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of DefaultDefault exists, upon the Agent's request, enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to any Collateral located in any operating facility of any Obligor that is leased by any ObligorLetter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(cf) Grantor shall take all steps necessary to grant the Agent control of all electronic chattel paper in accordance with the Code and all "transferable records" as defined in the Uniform Electronic Transactions Act.
(g) Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Grantor as to which Grantor has granted a security interest hereunder, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Division 9 of the UCC of the State of California or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Division 9 of the UCC of the State of California for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Grantor is an organization, the type of organization and any organization identification number issued to Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Grantor agrees to furnish any such information to the Agent promptly upon request. Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Grantor shall promptly notify Agent of any commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented by Agent, Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such commercial tort claim.
(i) From time to time, the Obligors Grantor shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but the Obligors’ Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Obligorthe Grantor. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(dj) The Obligors[Intentionally Deleted].
(k) Without limiting the prohibitions on mergers involving Grantor contained in the Credit Agreement, at Grantor shall not reincorporate or reorganize itself under the Obligors’ expense, will grant laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without giving thirty (30) days' prior written notice to the Agent, Mortgages in .
(l) Grantor acknowledges that it is not authorized to file any owned Real Estate (whether owned by one or Obligors financing statement regarding Agent's Liens on the Closing Date Collateral or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded amendment or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies termination statement with respect to such commitmentsany financing statement regarding Agent's Liens on the Collateral without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to Grantor's rights under Section 9509(d)(2) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan DocumentsUCC.
Appears in 1 contract
Sources: Security Agreement (3com Corp)
Perfection and Protection of Security Interest. (a) The Obligors Except as explicitly set forth herein or in the Indenture and Additional Second Lien Agreements (if any) and subject to the Intercreditor Agreement, each Grantor shall, at their its expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce maintain or protect the Collateral Agent’s LiensLiens (subject in each case to the prior security interest granted to the First Lien Secured Parties as provided in the Intercreditor Agreement), including; : (i) executing, delivering, executing and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering causing certificates of title to be issued for all Titled Goods, the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned Lien to be noted thereon in each case in accordance with the Agent without restrictionprovisions of the Indenture and the other Second Lien Documents to which such Grantor is a party; (iii) executing, delivering and/or filing and recording in all appropriate offices of the Intellectual Property Security Agreement; (iv) delivering to the Applicable Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of titleissued; (ivv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ such Grantor’s books of account to disclose the Collateral Agent’s security interestLiens; (vi) obtaining control agreements taking such other steps necessary or desirable to maintain and protect the Collateral Agent’s Liens and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $5,000,000, deliver and pledge to the Applicable Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably acceptable satisfactory to the Applicable Agent from securities intermediaries with respect and (B) deliver and pledge to financial assets the Applicable Agent (including Investment Property) in the possession case of securities intermediaries and providing the Agent control Collateral Agent, for benefit of all electronic Chattel Paper the Secured Parties) certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock or bond powers executed in such manner as the Agent may require; blank.
(viib) assigning and delivering Subject to the Intercreditor Agreement, unless the Collateral Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, (with the written consent of the issuer thereof; and Authorized Second Lien Representatives) shall otherwise consent in writing (viii) taking such other steps as are reasonably deemed or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent which consent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, be revoked at any time and from time to time), each Grantor shall deliver to file financing statements and amendments that describe the Applicable Agent all the Collateral covered consisting of negotiable Documents, Chattel Paper and Instruments, in each case, with an individual value in excess of $5,000,000, and all certificated securities (accompanied by stock powers executed in blank), in each case promptly after such financing statements as “Grantor receives the same, but if an Event of Default has occurred and is continuing, each Grantor agrees to deliver to the Applicable Agent all assets”, “all personal property” or words such Collateral (regardless of similar effect in such jurisdictions as value) upon the Agent may deem necessary or desirable in order to perfect the Applicable Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statementrequest.
(bc) If any Upon obtaining an interest therein (but in the case of clause (ii) below, within 90 days of the date hereof), unless waived by the Collateral is Agent (with the written consent of the Authorized Second Lien Representatives) in writing (which waiver may be revoked at any time in the possession or control of any warehousemanand from time to time), bailee or any of any Obligor’s agents or processorseach Grantor, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructionsIntercreditor Agreement, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary shall obtain control or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinationsblocked account agreements, in form and substance reasonably satisfactory to the Collateral Agent, that waive executed and delivered by (i) each securities intermediary, and commodities intermediary issuing or subordinate all present holding any financial assets or commodities to or for such Grantor, and future Liens (ii) each depository bank at which the owner or lessor of such premises may be entitled to assert against the CollateralGrantor maintains a Material Account.
(cd) From time to timeIf any Grantor is or becomes the beneficiary of a letter of credit with an individual face amount in excess of $5,000,000, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging such Grantor shall promptly notify the Collateral Agent thereof and, subject to the AgentIntercreditor Agreement, for unless otherwise consented by the ratable benefit Collateral Agent (with the written consent of the Authorized Second Lien Representatives), enter into a tri-party agreement with the Collateral Agent and the Lendersissuer and/or confirming bank with respect to Letter-of-Credit Rights, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and whereby such Grantor assigns such Letter-of-Credit Rights to the Collateral Agent and, after the Discharge of First Lien Obligations has occurred, directs all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Collateral Agent.
(e) Subject to the Intercreditor Agreement, each Grantor shall take all commercially reasonable steps necessary to grant the Collateral Agent control of all electronic chattel paper in accordance with respect the UCC or other applicable law and all “transferable records” as defined in the Uniform Electronic Transactions Act.
(f) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any Obligor. So long UCC or other applicable filing office any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as this Agreement all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including where applicable whether such Grantor is in effect and until all Obligations have been fully satisfiedan organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC or other applicable filing office any like initial financing statements or amendments thereto if filed prior to the date hereof.
(g) Each Grantor shall promptly notify the Collateral Agent of any commercial tort claim (as defined in the UCC) involving a claim for damages in excess of $5,000,000, initiated or acquired by it and unless otherwise consented by the Collateral Agent (with the written consent of the Authorized Second Lien Representatives), such Grantor shall enter into a supplement to this Agreement, granting to the Collateral Agent a Lien in such commercial tort claim.
(h) Until the Discharge of Secured Obligations has occurred, the Collateral Agent’s Liens shall continue in full force and effect in all the Collateral, provided that, subject to the Intercreditor Agreement, the Collateral Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor as permitted pursuant to the Second Lien Documents subject to the satisfaction of any conditions to release (whether or not deemed eligible for if any) set forth in the purpose Second Lien Documents, including the continuance of calculating the Availability or as the basis for Collateral Agent’s Lien in any advance, loan, extension proceeds of credit, or other financial accommodation)such released Collateral.
(di) The ObligorsWithout limiting the prohibitions on mergers or other transactions involving any Grantor contained in the Indenture and the Additional Second Lien Agreements, at no Grantor shall reincorporate or reorganize itself under the Obligors’ expenselaws of any jurisdiction or change its type of entity or jurisdiction of organization as identified in Schedule II of this Agreement (in the case of Grantors party to this Agreement on the date hereof) or Schedule I of the Security Agreement Supplement (in the case of Additional Grantors), will grant unless (i) such Grantor shall have provided not less than thirty (30) days (or such shorter period as the First Lien Designated Agent (as defined in the Intercreditor Agreement) may agree) prior written notice to the Collateral Agent of such reincorporation or reorganization, (ii) such Grantor shall have executed and delivered to the Collateral Agent all documents, agreements and instruments reasonably requested by the Collateral Agent in order to maintain the validity, perfection, enforceability and priority of the Collateral Agent’s Lien in all of such Grantor’s Collateral, and (iii) such Grantor shall have authorized the Collateral Agent to file all such UCC financing statements and notices with the United States Patent and Trademark Office (or any similar office in any other country or any political subdivision thereof) with respect to patents, trademarks and other intellectual property Collateral, and made such other filings or recordings as are necessary to maintain the validity, perfection, enforceability and priority of the Collateral Agent’s Lien in all such Grantor’s Collateral.
(j) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed by the Collateral Agent without the prior written consent of the Collateral Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, Mortgages subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.
(k) No Grantor shall enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Leases, Instruments or Payment Intangibles or the proceeds of the foregoing to the Collateral Agent, except (x) for any owned Real Estate joint venture agreement (whether owned solely with respect to restrictions on any such assets of the joint venture entity but in no event relating to any such assets of a Grantor) or (y) in the case of such a contract or agreement which evidences or secures Indebtedness permitted under the Indenture and Additional Second Lien Agreements (if any) to the extent that the collateral restricted or prohibited by one such contract or Obligors on agreement arises solely out of the Closing Date acquisition, sale or acquired thereafterother disposition of such collateral thereunder.
(l) Subject to the Intercreditor Agreement, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor shall, to the extent the issuer thereof is an Affiliate of the Grantor, or otherwise use its commercially reasonable efforts to, cause the issuer thereof either (i) to register the Applicable Agent as may be reasonably requested from time the registered owner of such security or (ii) to time agree in an authenticated record with such Grantor, the Applicable Agent and, to the extent not the Applicable Agent, the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Applicable Agent and/or the Required Lenders. All without further consent of such Mortgages shall Grantor, such authenticated record to be granted pursuant to documentation reasonably satisfactory in form and substance satisfactory to the Agent and shall constitute valid and enforceable Liens superior to and prior Collateral Agent.
(m) Subject to the rights Intercreditor Agreement, each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests or other securities in substitution for or in addition to the Pledged Equity issued by such issuer, except to such Grantor, and (ii) pledge hereunder, immediately upon its acquisition thereof, any and all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded additional equity interests or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens securities required to be granted pledged pursuant to such Mortgages the Indenture and all taxes, fees Additional Second Lien Agreements and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered deliver to the Applicable Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but (in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described Collateral Agent, for the benefit of the Secured Parties) certificates or instruments representing any Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documentsblank.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Each Grantor shall, at their its expense, perform all steps reasonably requested by the Administrative Agent in good faith writing at any time to perfect, maintain, protect, protect and enforce the Administrative Agent’s 's Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Intellectual Property Security Agreement and UCC filing or authorizing the Administrative Agent to file financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative Agent; (ii) delivering to the Administrative Agent or its bailee the originals of all InstrumentsInstruments having a value in excess of $1,000,000 and, Documentsupon the request of the Administrative Agent, tangible Documents and Chattel Paper, certificated Investment Property Paper of such Grantor having a value in excess of $1,000,000 and all other Collateral that of which the Administrative Agent reasonably determines it or its bailee should have physical possession in order to perfect and protect the Administrative Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Administrative Agent without restriction; (iii) delivering to the Administrative Agent or its bailee, upon the Administrative Agent's request, warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such Collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has occurred and is continuing, transferring its Inventory to warehouses or other locations designated by the Administrative Agent; (v) placing notations on the Obligors’ such Grantor's books of account to disclose the Administrative Agent’s 's security interest; (vi) obtaining control agreements in form the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and substance reasonably acceptable any other relevant collateral, taking any actions necessary to enable the Administrative Agent from securities intermediaries to obtain "control" (within the meaning of the applicable UCC) with respect thereto (other than, so long as no Event of Default shall have occurred and be continuing, with respect to financial securities accounts having assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireless than $500,000 on an individual basis maintained therein); (vii) assigning and delivering to the Agent Administrative Agent, upon the request of the Administrative Agent, all Supporting Obligations, including letters of credit credit, deposit accounts and other relevant collateral on which any Obligor such Grantor is named beneficiary, with, to the extent practicable, beneficiary with the written consent of the issuer thereof; (viii) furnishing to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail and (viiiix) taking such other steps as are reasonably deemed necessary or desirable by the Administrative Agent to maintain and protect the Administrative Agent’s 's Liens. To the extent permitted by applicable law, the Administrative Agent may (and each Grantor hereby authorizes the Administrative Agent to) file, without any Obligor’s the applicable Grantor's signature, one or more financing statements disclosing continuation statements or other documents and amendments thereto for the purpose of perfecting, confirming, continuing, enforcing or protecting the Administrative Agent’s 's Liens, and each Obligor hereby . Each Grantor authorizes the Agent, at Administrative Agent to use the collateral description "all personal property [except for ________]" in any time such financing statements. Each Grantor hereby ratifies and from time authorizes the filing by the Administrative Agent of any financing statement with respect to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as made prior to the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateraldate hereof. Each Obligor Grantor agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors each Grantor shall, upon the request of the Administrative Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, the Collateral in which such Grantor has an interest, but the Obligors’ a Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Administrative Agent or any Lender in and to the Collateral with respect to any Obligorsuch Grantor. So long as this the Loan Agreement is in effect and until all Obligations have been fully satisfied, the Administrative Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral.
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Security Agreement (Gentek Inc)
Perfection and Protection of Security Interest. (a) The Obligors Except as explicitly set forth herein or in the Indenture and subject to any Applicable Intercreditor Agreement, each Grantor shall, at their its expense, perform all steps reasonably requested in writing by the Notes Collateral Agent in good faith at any time to perfect, maintain, protect, and enforce maintain or protect the Notes Collateral Agent’s Liens, including; including (subject in each case to any Applicable Intercreditor Agreement): (i) executing, delivering, and authorizing executing filings pursuant to the Agent’s filing and recording UCC in the office of the Mortgages, secretary of state (or similar central filing office) of the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agentrelevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the Agent United States Copyright Office of the originals Library of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that Congress (the Agent reasonably determines it should have physical possession in order “USCO”) with respect to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictioncopyright registrations; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and causing certificates of title covering to be issued for all Titled CollateralGoods, together the Notes Collateral Agent’s Lien to be noted thereon in each case in accordance with duly executed applications for the notation provisions of the Agent’s Liens on Indenture and the other Indenture Documents to which such certificates of titleGrantor is a party; (iv) subject to any Applicable Intercreditor Agreement, when an Event of Default pursuant to Sections 5.01(1), (2), (7), (8) and (9) of the Indenture has occurred and is continuing, at the reasonable request of the Notes Collateral Agent, transferring Inventory to warehouses or other locations designated by the Notes Collateral Agent; (v) when an Event of Default has occurred and is continuing, placing notations on the Obligors’ such Grantor’s books of account to disclose the Notes Collateral Agent’s security interestLiens; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed or desirable requested by the Notes Collateral Agent to maintain and protect the Notes Collateral Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,000 (or such other amount as may be specified in the Credit Documents with respect to the ABL Obligations (as defined in any Applicable Intercreditor Agreement) (the “ABL Documents”)) from time to time), deliver and pledge to the Applicable Collateral Agent (as defined in any Applicable Intercreditor Agreement (the “Applicable Agent”)) such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Notes Collateral Agent (provided that such documents shall be deemed to be in form and substance reasonably satisfactory to the Notes Collateral Agent if such documents are in form and substance reasonably satisfactory to the Applicable Agent) and (B) deliver and pledge to the Applicable Agent (in the case of the Notes Collateral Agent for the benefit of the Notes Secured Parties), certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens. To ) in assets located or titled outside of the extent permitted by applicable lawUnited States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America; provided, further, that for so long as the Notes Collateral Agent is not the Applicable Agent, the Agent may fileGrantors shall only be required to take the actions enumerated in clauses (i), without any Obligor’s signature(ii), one or more financing statements disclosing the Agent’s Liens(iii), and each Obligor hereby authorizes (v) above, and shall only be required to take actions referred to in clause (vi) if they have been reasonably requested by the Applicable Agent pursuant to the ABL Documents.
(b) Subject to any Applicable Intercreditor Agreement, unless the Notes Collateral Agent (or the Applicable Agent, ) shall otherwise consent in writing (which consent may be revoked at any time and from time to time), each Grantor shall deliver to file financing statements and amendments that describe the Applicable Agent all the Collateral covered by consisting of negotiable Documents, Chattel Paper and Instruments (other than checks received and processed in the ordinary course), in each case, with an individual value in excess of $50,000,000 (or such financing statements other amount as “may be specified in the ABL Documents from time to time), promptly after such Grantor receives the same, but if any Event of Default has occurred and is continuing, each Grantor agrees to deliver to the Applicable Agent all assets”, “all personal property” or words such Collateral (regardless of similar effect in such jurisdictions as value) upon the Agent may deem necessary or desirable in order to perfect the Applicable Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statementrequest.
(bc) If Upon obtaining an interest therein (subject to the time period specified in Section 7.17(a) of the ABL Credit Agreement or any comparable provision of any other First Lien Document with respect to entry into control or blocked account agreements, as such time period may be extended pursuant to the applicable First Lien Documents), unless waived by the Notes Collateral is Agent (or the Applicable Agent) in writing (which waiver may be revoked at any time in and from time to time), each Grantor, subject to any Applicable Intercreditor Agreement, and only to the possession extent control or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then blocked account agreements are required to be obtained pursuant to the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person terms of the Agent’s security interest in ABL Credit Agreement or such Collateral and instructs other First Lien Document, as applicable, shall obtain such Person to hold all such Collateral for the Agent’s control or blocked account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, agreements in form and substance reasonably satisfactory to the Notes Collateral Agent (provided that such control or blocked account agreements shall be deemed to be in form and substance reasonably satisfactory to the Notes Collateral Agent if such control or blocked account agreements are (x) substantially consistent with any control or blocked account agreements in effect as of the date of this Agreement, or (y) in form and substance reasonably satisfactory to the Applicable Agent), executed and delivered by (i) each securities intermediary and commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor, except for securities and commodities accounts of the Grantors that are not Material Accounts, and (ii) each depository bank at which such Grantor maintains a Material Account; provided, that waive the Company shall have sixty (60) days after the date of this Agreement to add the Notes Collateral Agent as a party to any existing control or subordinate blocked account agreements. If control or blocked account agreements are no longer required to be obtained pursuant to the terms of the ABL Credit Agreement, or the other First Lien Documents, as applicable, the Grantors shall have no obligation to maintain such agreements pursuant to this Agreement and the Notes Collateral Agent shall sign and deliver to each Grantor all present and future Liens which terminations or other documents reasonably necessary or desirable to reflect the owner termination of all then existing control or lessor of such premises may be entitled to assert against the Collateralblocked account agreements.
(cd) From If any Grantor is or becomes the beneficiary of a letter of credit with an individual face amount in excess of $50,000,000 (or such other amount as may be specified in the ABL Documents from time to time), other than a letter of credit not constituting Supporting Obligations in respect of any Collateral pursuant to which such Grantor is required by applicable law or contract to apply the Obligors shallproceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor), upon such Grantor shall promptly notify the Notes Collateral Agent thereof and, subject to any Applicable Intercreditor Agreement unless otherwise consented by the Notes Collateral Agent (or the Applicable Agent’s request), execute and deliver confirmatory written instruments pledging use its commercially reasonable efforts to enter into a tri-party agreement with the Notes Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral issuer and/or confirming bank with respect to any Obligor. So long as this Agreement Letter-of-Credit Rights, whereby such Grantor assigns such Letter-of-Credit Rights to the Notes Collateral Agent and directs all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Notes Collateral Agent (provided that such agreement shall be deemed to be in form and substance reasonably satisfactory to the Notes Collateral Agent if such agreement is in effect form and until substance reasonably satisfactory to the Applicable Agent).
(e) Subject to any Applicable Intercreditor Agreement, each Grantor shall take all Obligations have been fully satisfiedcommercially reasonable steps necessary to grant the Applicable Agent control of all electronic chattel paper in accordance with the UCC or other applicable law and all “transferable records” as defined in the Uniform Electronic Transactions Act.
(f) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent at any time and from time to time to file any UCC financing statements or amendments thereto in the applicable office of the secretary of state (or similar central filing office) in the United States that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York or such jurisdiction for the sufficiency or filing office acceptance of any UCC financing statement or amendment, including where applicable whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Notes Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Notes Collateral Agent to have filed in the applicable office of the secretary of state (or similar central filing office) in the United States any like UCC financing statements or amendments thereto if filed prior to the date hereof.
(g) Each Grantor shall promptly notify the Notes Collateral Agent of any commercial tort claim (as defined in the UCC) with a value estimated in good faith by the Company to be in excess of $50,000,000 (or such other amount as may be specified in the ABL Documents from time to time), initiated or acquired by it and unless otherwise consented by the Notes Collateral Agent (or the Applicable Agent), such Grantor shall enter into a supplement to this Agreement, granting to the Notes Collateral Agent a Lien in such commercial tort claim.
(h) Until Discharge of the Indenture Obligations, the Notes Collateral Agent’s Liens shall continue in full force and effect in all the Collateral, provided that, subject to any Applicable Intercreditor Agreement, the Notes Collateral Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor as permitted pursuant to the Indenture subject to the satisfaction of any conditions to release (whether or not deemed eligible for if any) set forth in the purpose Indenture, including the continuance of calculating the Availability or as the basis for Notes Collateral Agent’s Lien in any advance, loan, extension proceeds of credit, or other financial accommodation)such released Collateral.
(di) The Obligors, at the Obligors’ expense, Each Grantor will grant give prompt written notice to the AgentNotes Collateral Agent of any change in its name, Mortgages legal form or jurisdiction of organization (whether by merger or otherwise) (and in any owned Real Estate event, within 30 days (whether owned by one or Obligors on the Closing Date or acquired thereafter) such longer period as may be reasonably requested permitted under the ABL Documents from time to time by time) of such change); provided that, promptly after receiving a written request therefor from the Agent and/or the Required Lenders. All Notes Collateral Agent, such Mortgages Grantor shall be granted pursuant to documentation reasonably satisfactory in form and substance deliver to the Notes Collateral Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees additional financing statements and other charges payable in connection therewith shall have been paid in full by documents reasonably necessary or desirable to maintain the Obligors. Furthermorevalidity, perfection and priority of the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates security interests created hereunder and other related documents as may be reasonably requested by the Notes Collateral Agent to maintain the validity, perfection and priority of the security interests as and to the extent provided for herein and upon receipt of such additional financing statements the Notes Collateral Agent shall either promptly file such additional financing statements or approve the filing of such additional financing statements by such Grantor. Upon any such approval such Grantor shall proceed with the filing of the additional financing statements and deliver copies (or other evidence of filing) of the additional filed financing statements to the Notes Collateral Agent. .
(j) No Grantor shall enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Leases, Instruments or Payment Intangibles or the proceeds of the foregoing to the Notes Collateral Agent, except for any agreement permitted pursuant to Section 8.8 of the ABL Credit Agreement.
(k) Each action required Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed by this the Notes Collateral Agent without the prior written consent of the Notes Collateral Agent and agrees that it will not do so without the prior written consent of the Notes Collateral Agent, subject to such Grantor’s rights under Section 5.2(d9-509(d)(2) shall be completed promptlyof the UCC and to Section 23(f) hereof.
(l) Subject to any Applicable Intercreditor Agreement, but with respect to any Security Collateral in no event later than 60 Business Days which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor shall, upon the written request of the Applicable Agent, to the extent the issuer thereof is a controlled Affiliate of the Grantor, or otherwise use its commercially reasonable efforts to, cause the issuer thereof either (it being understood i) to register the Applicable Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Applicable Agent that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies issuer will comply with instructions with respect to such commitments) after such action is requested in writing to be taken security originated by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Applicable Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together accordance with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan DocumentsIndenture without further consent of such Grantor.
(m) Each Grantor agrees that it will pledge hereunder, promptly following its acquisition thereof, any and all additional Security Collateral (subject to any limitations contained herein with respect thereto) and deliver to the Applicable Agent for the benefit of the Notes Secured Parties, certificates or instruments representing any such Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank.
Appears in 1 contract
Sources: Notes Security Agreement (United Rentals North America Inc)
Perfection and Protection of Security Interest. (a) The Obligors Credit Parties shall, at their expense, perform all steps requested by the Agent in good faith Lender at any time to perfect, maintain, protect, and enforce the AgentLender’s Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgages, the Copyright Intellectual Property Security Agreement, Agreements and the Trademark Security Agreement executing and UCC filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued, unless the Lender shall have obtained a Collateral Access Agreement in form and substance acceptable to the Lender from any applicable warehouseman; (iviii) when upon the occurrence of an Event of Default has and is continuingDefault, transferring Inventory to warehouses or other locations designated by the AgentLender; (viv) placing notations on the ObligorsCredit Parties’ books of account to disclose the AgentLender’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiiv) taking such other steps as are deemed reasonably deemed or desirable necessary by the Agent Lender to maintain and protect the AgentLender’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees The Credit Parties agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time After all obligations of the Credit Parties under the Revolving Credit Agreement have been paid in the possession or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requestsfull and discharged, the Obligors Credit Parties shall deliver to the Lender all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments, promptly after the Lender’s request therefor.
(c) The Credit Parties shall, in accordance with the terms of the Term Loan Agreement, at the Lender’s request, obtain or use their commercially reasonable efforts to obtain a bailee waivers or similar letter acknowledged subordinations of Liens from landlords and mortgagees.
(d) If required by such Person that notifies such Person the terms of the Agent’s security interest Term Loan Agreement and not waived by the Lender in such Collateral and instructs such Person writing (which waiver may be revoked), the Credit Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to hold all such Collateral or for any Credit Party.
(e) If a Credit Party is or becomes the beneficiary of a letter of credit (other than those issued for the Agent’s account subject of a Credit Party pursuant to the Agent’s instructionsRevolving Credit Agreement), such Credit Party shall promptly notify the Lender thereof and (ii) consents to enter into a tri-party agreement with the Agent’s filing of such UCC financing statements as Lender and the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, issuer and/or confirmation bank with respect to any Collateral located in any operating facility of any Obligor that is leased by any ObligorLetter-of-Credit Rights assigning such Letter-of-Credit Rights to the Lender and directing all payments thereunder to the Payment Account, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the CollateralLender.
(cf) The Credit Parties shall take all steps necessary to grant the Lender control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in the Uniform Electronic Transactions Act.
(g) The Credit Parties hereby irrevocably authorize the Lender at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any jurisdiction within the United States initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Credit Parties or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Credit Party is an organization, the type of organization and any organization identification number issued to such Credit Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. The Credit Parties agree to furnish any such information to the Lender promptly upon written request. Each Credit Party also ratifies its authorization for the Lender to have filed in any jurisdiction within the United States any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Credit Party shall promptly notify the Lender of any commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented by the Lender, such Credit Party shall enter into a supplement to this Security Agreement, granting to the Lender a Lien in such commercial tort claim.
(i) From time to time, the Obligors Credit Parties shall, upon the AgentLender’s written request, execute and deliver confirmatory written instruments pledging the Collateral to the AgentLender, for the ratable benefit of the Agent and the LendersCollateral, but the ObligorsCredit Parties’ failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Obligorthe Credit Parties. So long as this the Term Loan Agreement is in effect and until all Obligations have been fully satisfied, the AgentLender’s Liens shall continue in full force and effect in all respects against the Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Security Agreement (Applica Inc)
Perfection and Protection of Security Interest. (a) The Obligors Each Borrower ---------------------------------------------- Party shall, at their its expense, perform all steps requested by the Agent in good faith Lender at any time and from time to time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, including; without limitation: (ia) executing, delivering, executing and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Paperand chattel paper, certificated Investment Property and all other Collateral that of which the Agent Lender reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iiic) executing and delivering to the Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (d) placing notations on such Borrower Party's books and records to disclose the Security Interest; (e) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of title; (iv) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters Lender each letter of credit on which any Obligor such Borrower Party is named beneficiary, with, to the extent practicable, the written consent beneficiary if such letter of the issuer thereofcredit supports payment of one or more Eligible Accounts; and (viiif) taking such other steps as are reasonably deemed necessary or desirable appropriate by the Agent Lender to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the Agent Lender may file, without any Obligor’s Borrower Party's signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the CollateralSecurity Interest. Each Obligor Borrower Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s the agents or processorsprocessors of any Borrower Party, then the Obligors such Borrower Party shall (i) notify the Agent Lender thereof and, if the Agent so requests, the Obligors and shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Agent’s security interest Security Interest in such Collateral and instructs and, upon the Lender's request, instruct such Person to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by any Borrower Party, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At other than equipment located at a patient's premises, then, at the request of the Agent at any time during the continuance of an Event of DefaultLender, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors each Borrower Party shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentLender, that waive or subordinate of all present and future Liens to which the owner or lessor or any mortgagee of such premises Premises may be entitled to assert against the Collateral.
(c) . From time to time, the Obligors each Borrower Party shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for Lender the ratable benefit of the Agent and the LendersCollateral, but the Obligors’ an Borrower Party's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other of the Agent or any Lender rights in and to the Collateral with respect to any ObligorCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Loan and Security Agreement (Pediatric Services of America Inc)
Perfection and Protection of Security Interest. (a) The Obligors Grantor shall, at their its expense, perform all steps reasonably requested by the Agent in good faith Lender at any time to perfect, maintain, protect, and enforce the AgentLender’s Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgages, the Copyright Security Agreement, IP Assignments and the Trademark Security Agreement executing and UCC filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender and Grantor; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such Collateral for which certificates of titletitle have been issued; (iviii) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the AgentLender; (viv) placing notations on the Obligors’ Grantor’s books of account to disclose the AgentLender’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiiv) taking such other steps as are deemed reasonably deemed or desirable necessary by the Agent Lender to maintain and protect the AgentLender’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Unless Lender shall otherwise consent in writing (which consent may be revoked by Lender in its discretion), Grantor shall deliver to Lender all Collateral is at any time consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after Grantor receives the possession or control of any warehousemansame.
(c) Grantor shall, bailee or any of any Obligor’s agents or processorsin accordance with, then and to the Obligors shall (i) notify the Agent thereof and, if the Agent so requestsextent required by, the Obligors shall terms of the Loan Agreement, obtain or use its commercially reasonable efforts to obtain a bailee obtain: (i) waivers or similar letter acknowledged by such Person that notifies such Person subordinations of the Agent’s security interest in such Collateral Liens from landlords and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructionsmortgagees, and (ii) consents to signed acknowledgements of Lender’s Liens from bailees having possession of any Collateral that they hold for the Agent’s filing benefit of such UCC financing statements as Lender.
(d) If required by the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request terms of the Agent at Loan Agreement and not waived by Lender in writing (which waiver may be revoked by Lender in its discretion), Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any time during financial assets or commodities to or for Grantor.
(e) If Grantor is or becomes the continuance beneficiary of an Event a letter of Defaultcredit, Grantor shall promptly notify Lender thereof and, if requested by Lender, enter into a tri‑party agreement with Lender and the issuer and/or confirmation bank with respect to any Collateral located in any operating facility Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Lender and directing all payments pursuant to the written instructions of any Obligor that is leased by any ObligorLender, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present Lender and future Liens which the owner or lessor of such premises may be entitled to assert against the CollateralGrantor.
(cf) Grantor shall take all steps reasonably necessary to grant Lender control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act.
(g) Grantor hereby irrevocably authorizes Lender at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such other jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Grantor is an organization, the type of organization and any organization identification number issued to Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Grantor agrees to furnish any such information to Lender promptly upon request. Grantor also ratifies its authorization for Lender to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Grantor shall promptly notify Lender of any commercial tort claim (as defined in the UCC) acquired by Grantor and unless otherwise consented by Lender, Grantor shall enter into a supplement to this Security Agreement, granting to Lender a Lien in such commercial tort claim.
(i) From time to time, the Obligors Grantor shall, upon the AgentLender’s reasonable request, execute and deliver confirmatory written instruments pledging to Lender the Collateral to the Agent, for the ratable benefit of the Agent and the LendersCollateral, but the Obligors’ Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any ObligorGrantor. So long as this the Loan Agreement is in effect and until all Guaranteed Obligations have been fully satisfied, the AgentLender’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(dj) The ObligorsIf an Event of Default has occurred and is continuing, at Grantor shall, upon request by Lender, provide to Lender a certificate of good standing from its state of incorporation or organization.
(k) Without limiting the Obligors’ expenseprohibitions on mergers involving Grantor contained in the Loan Agreement, will grant no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without the prior written consent of Lender.
(l) Grantor acknowledges that it is not authorized to the Agent, Mortgages in file any owned Real Estate (whether owned by one financing statement or Obligors on the Closing Date amendment or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies termination statement with respect to such commitmentsany financing statement without the prior written consent of Lender and agrees that it will not do so without the prior written consent of Lender, subject to Grantor’s rights under Section 9-509(d)(2) after such action is requested in writing to be taken by of the Agent or the Required Lenders, as the case may beUCC.
(em) The Obligors shallExcept as otherwise permitted by the Loan Agreement, together with each delivery Grantor shall not enter into any contract that restricts or prohibits the grant of a security interest in the Collateral, including, without limitation, Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order foregoing to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan DocumentsLender.
Appears in 1 contract
Sources: General Security Agreement (Industrial Services of America Inc)
Perfection and Protection of Security Interest. (a) The Obligors Grantor shall, at their its expense, perform all steps reasonably requested by the Agent in good faith any Secured Party at any time to perfect, maintain, protect, and enforce the Agent’s such Secured Party's Liens, including; : (i) executing, delivering, executing and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agentsuch Secured Party; (ii) at the Secured Parties request, delivering to the Agent Secured Parties the originals of all Instruments, Documents, tangible and Chattel Paper, certificated Investment Property and all other Collateral that of which the Agent Secured Parties reasonably determines it determine they should have physical possession in order to perfect and protect the Agent’s Secured Parties' security interest therein, duly pledged, endorsed or assigned to the Agent Secured Parties without restriction; (iii) delivering to the Agent Secured Parties warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iv) at the request of the Secured Parties when an a Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the AgentSecured Parties (or such Secured Party); (v) placing notations on the Obligors’ Grantor's books of account to disclose the Agent’s Secured Parties' security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to favor of the Agent Secured Parties from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireintermediaries; (vii) at the request of the Secured Parties, assigning and delivering to the Agent Secured Parties all Supporting Obligations, including letters of credit on which any Obligor Grantor is named beneficiary, with, to the extent practicable, beneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by the Agent any Secured Party to maintain and protect the Agent’s such Secured Party's Liens. To the extent permitted by applicable law, the Agent any Secured Party may file, without any Obligor’s Grantor's signature, one or more financing statements disclosing the Agent’s such Secured Party's Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time in the possession or control of at any warehouseman, bailee third party warehouse or any of any Obligor’s agents or processorsagent, then the Obligors Grantor shall (i) notify the Agent each Secured Party thereof and, if the Agent so requests, the Obligors and shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by from such Person that notifies such Person of third party acknowledging the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s Secured Parties security interest in such Collateral. At the request of the Agent If at any time during the continuance of an Event of Default, with respect to any Collateral is located in any operating facility of any Obligor Grantor that is leased by any ObligorGrantor, then the Obligors such Grantor shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the AgentSecured Parties, that waive waives or subordinate subordinates all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this the Purchase Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s each Secured Party's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral.
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights exercise of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies remedies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate Collateral described in this Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor 3 is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable subject to the Agent in order to subject such commercial tort claim to the terms and conditions provisions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan DocumentsSection 26.
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Perfection and Protection of Security Interest. (a) The Obligors Each Borrower ------------------------------------- -------- shall, at their its expense, perform all steps requested by the Agent in good faith Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest, including; , without limitation: (ia) executing, delivering, and authorizing the Agent’s filing executing and recording of the Mortgages, the Copyright Security Agreement, Mortgages and the Trademark Security Agreement Agreements and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender upon request the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Lender the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Paperand chattel paper, certificated Investment Property and all other Collateral that of which the Agent reasonably Lender determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iiid) delivering to the Agent Lender upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of titleissued; (iv) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (ve) placing notations on the Obligors’ such Borrower's books of account to disclose the Agent’s security interestSecurity Interest; (vif) obtaining control agreements executing and delivering to the Lender upon request a security agreement relating to the Reversions in form and substance reasonably acceptable satisfactory to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireLender; (viig) assigning and delivering to the Agent Lender upon request all Supporting Obligations, including letters of credit on which any Obligor such Borrower is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiih) taking such other steps as are reasonably deemed or desirable necessary by the Agent Lender to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the Agent Lender may file, without any Obligor’s either Borrower's signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the CollateralSecurity Interest. Each Obligor agrees The Borrowers agree that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) . If any Collateral is at any time in the possession or control of any warehouseman, any bailee or any of any Obligor’s either Borrower's agents or processors, then the Obligors relevant Borrower shall (i) notify the Agent Lender thereof and, if the Agent so requests, the Obligors and shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Agent’s security interest Security Interest in such Collateral and instructs and, upon the Lender's request, instruct such Person to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent If at any time during the continuance of an Event of Default, with respect to any Collateral is located in on any operating facility of any Obligor Premises that is leased are not owned by any Obligoreither Borrower, then the Obligors Borrowers shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentLender, that waive or subordinate of all present and future Liens to which the owner or lessor or any mortgagee of such premises Premises may be entitled to assert against the Collateral.
(c) . From time to time, the Obligors Borrowers shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for Lender the ratable benefit of the Agent and the LendersCollateral, but the Obligors’ neither Borrower's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other of the Agent or any Lender rights in and to the Collateral with respect to any ObligorCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
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Perfection and Protection of Security Interest. (a) The Obligors Each Grantor shall, at their its expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the MortgagesMortgage(s), the Copyright Security AgreementAgreements, Patent Security Agreements and the Trademark Security Agreement Agreements and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iviii) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (viv) placing notations on the Obligors’ such Grantor's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiiv) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) If Unless Agent shall otherwise consent in writing (which consent may be revoked), each Grantor shall deliver to Agent all Collateral consisting of certificated securities (accompanied by stock powers executed in blank) promptly after such Grantor receives the same. Whenever a Default or Event of Default has occurred and is continuing, each Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, Chattel Paper and Instruments promptly after such Grantor receives the same. Each Grantor hereby agrees to take any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person all other action that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate request in order for the Agent to perfect Agent’s security interest obtain control of any Collateral in such Collateral. At accordance with the request Pledge Agreement, this Agreement and Sections 9-104, 9-105, 9-106 and 9-107 of the Agent at any time during the continuance of an UCC. If no Event of DefaultDefault has occurred and is continuing, such Collateral delivered pursuant to this subsection, 3(b), held by the Agent in respect of a Project in accordance with the Terms of the Loan Documents shall be returned to the applicable Loan Party within two (2) Business Days from the date such Loan Party notifies the Agent that an Amendment to such Collateral is to be made, it being understood that such Loan Party shall, within two (2) Business Days of receipt thereof, return the amended Collateral to the Agent.
(c) Each Grantor shall obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and such Grantor shall in all instances obtain signed acknowledgements of Agent's Liens from bailees having possession of any Collateral that they hold for the benefit of the Agent.
(d) Unless waived by the Agent in writing (which waiver may be revoked), each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor.
(e) If any Grantor is or becomes the beneficiary of a letter of credit such Grantor shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to any Collateral located in any operating facility of any Obligor that is leased by any ObligorLetter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(cf) Each Grantor shall take all steps necessary to grant the Agent control of all electronic chattel paper in accordance with the Code and all "transferable records" as defined in the Uniform Electronic Transactions Act.
(g) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Grantor shall promptly notify Agent of any Commercial Tort Claim acquired by it.
(i) From time to time, the Obligors each Grantor shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but the Obligors’ such Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Obligorsuch Grantor. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral.
(dj) The ObligorsNot less frequently than once during each calendar quarter, at each Grantor shall, unless Agent shall otherwise consent, provide to Agent a certificate of good standing from its state of incorporation or organization.
(k) Without limiting the Obligors’ expenseprohibitions on mergers involving any Grantor contained in the Credit Agreement, will grant no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without the prior written consent of Agent.
(l) Each Grantor acknowledges that it is not authorized to the Agent, Mortgages in file any owned Real Estate (whether owned by one financing statement or Obligors on the Closing Date amendment or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies termination statement with respect to any financing statement without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Grantor's rights under Section 6.2(e9-509(d), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Pledgor shall, at their its expense, perform all steps requested by the Agent in good faith Secured Party at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecured Party's Liens granted hereunder, including; : (i) executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentSecured Party; (ii) delivering to Secured Party for the Agent benefit of Secured Party the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent which Secured Party reasonably determines it should have physical possession in order to perfect and protect the Agent’s Secured Party's security interest therein, duly pledged, endorsed or assigned to the Agent Secured Party without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of title; (iv) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ Pledgor's books of account to disclose the Agent’s Secured Party's security interestinterest granted hereunder; (viiv) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of such securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereofintermediaries; and (viiiv) taking such other steps as are reasonably deemed necessary or desirable by the Agent Secured Party to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Secured Party's Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statementgranted hereunder.
(b) If any Collateral is at any time in Pledgor hereby represents and warrants to Secured Party that, as of the possession or control date hereof, Pledgor has no Tort Claims, except as set forth on Schedule II. Grantor shall notify Pledgor on no less than a quarterly basis of any warehouseman, bailee or any of any Obligor’s agents or processors, then Tort Claims known to such Grantor and which arise following the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by date hereof and such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages Tort Claims shall be granted pursuant added to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may beSchedule II.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Securities Purchase Agreement (General Finance CORP)
Perfection and Protection of Security Interest. (a) The Obligors Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at their its expense, perform all steps reasonably requested in writing by the Agent in good faith at any time to perfect, maintain, protect, and enforce maintain or protect the Agent’s Liens, including; : (i) executing, delivering, and authorizing executing filings pursuant to the Agent’s filing and recording UCC in the office of the Mortgages, secretary of state (or similar central filing office) of the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agentrelevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the Agent United States Copyright Office of the originals Library of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order Congress (“USCO”) with respect to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictioncopyright registrations; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and causing certificates of title covering to be issued for all Titled CollateralGoods, together with duly executed applications for the notation of the Agent’s Liens on Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such certificates of titleGrantor is a party; (iv) when an Event of a Specified Default has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on the Obligors’ such Grantor’s books of account to disclose the Agent’s security interestLiens; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed or desirable requested by the Agent to maintain and protect the Agent’s Liens. To Liens in the extent permitted Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by applicable lawa promissory note or other instrument with an individual amount in excess of $75,000,000, deliver and pledge to the Agent may filesuch note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, without any Obligor’s signature, one or more financing statements disclosing all in form and substance reasonably satisfactory to the Agent’s Liens, Agent and each Obligor hereby authorizes (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America.
(b) Unless the Agent shall otherwise consent in writing (which consent may be revoked at any time and from time to time), each Grantor shall deliver to file financing statements and amendments that describe the Agent all the Collateral covered by consisting of negotiable Documents, Chattel Paper and Instruments (other than checks received and processed in the ordinary course), in each case, with an individual value in excess of $75,000,000, promptly after such financing statements as “all assets”Grantor receives the same, “all personal property” or words but if any Event of similar effect in such jurisdictions as Default has occurred and is continuing, each Grantor agrees to deliver to the Agent may deem necessary or desirable in order to perfect all such Collateral (regardless of value) upon the Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statementrequest.
(bc) Upon obtaining an interest therein (subject to the time period specified in Section 7.17(a) or any comparable provision of the Credit Agreement), unless waived by the Agent in writing (which waiver may be revoked at any time and from time to time), each Grantor shall obtain control or blocked account agreements in form and substance reasonably satisfactory to the Agent (provided that such control or blocked account agreements shall be deemed to be in form and substance reasonably satisfactory to the Agent if such control or blocked account agreements are substantially consistent with any control or blocked account agreements in effect as of the date hereof) executed and delivered by (i) each securities intermediary and commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor, except for securities and commodities accounts of the Grantors that are not Material Accounts, and (ii) each depository bank at which such Grantor maintains a Material Account.
(d) If any Collateral Grantor is at any time or becomes the beneficiary of a letter of credit with an individual face amount in the possession or control excess of $75,000,000, other than a letter of credit not constituting Supporting Obligations in respect of any warehousemanCollateral pursuant to which such Grantor is required by applicable law or contract to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor), bailee or any of any Obligor’s agents or processors, then the Obligors such Grantor shall (i) promptly notify the Agent thereof and, if upon the Agent so requestswritten request of the Agent, the Obligors shall use its commercially reasonable efforts to obtain enter into a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as tri-party agreement with the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At and the request of the Agent at any time during the continuance of an Event of Default, issuer and/or confirming bank with respect to any Collateral located in any operating facility of any Obligor that is leased by any ObligorLetter-of-Credit Rights, then whereby such Grantor assigns such Letter-of-Credit Rights to the Obligors shall use commercially reasonable efforts Agent and directs all payments thereunder to obtain written landlord lien waivers or subordinationsthe Payment Account, all in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(ce) From time to time, Upon the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to request of the Agent, each Grantor shall take all commercially reasonable steps necessary to grant the Agent control of all electronic chattel paper in accordance with the UCC or other applicable law and all “transferable records” as defined in the Uniform Electronic Transactions Act.
(f) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file any UCC financing statements or amendments thereto in the applicable office of the secretary of state (or similar central filing office) in the United States that (i) indicate the Collateral (A) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by part 5 of Article 9 of the UCC of the State of New York or such jurisdiction for the ratable benefit sufficiency or filing office acceptance of any UCC financing statement or amendment, including where applicable whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in the applicable office of the Agent and secretary of state (or similar central filing office) in the Lenders, but United States any like UCC financing statements or amendments thereto if filed prior to the Obligors’ failure to do so date hereof.
(g) Each Grantor shall not affect or limit any security interest or any other of promptly notify the Agent of any commercial tort claim (as defined in the UCC) with a value estimated in good faith by the Company to be in excess of $75,000,000, initiated or any Lender in acquired by it and unless otherwise consented by the Agent, such Grantor shall enter into a supplement to this Agreement, granting to the Collateral with respect to any Obligor. So long as this Agreement is Agent a Lien in effect and until such commercial tort claim.
(h) Until Full Payment of all Obligations have been fully satisfiedSecured Obligations, the Agent’s Liens shall continue in full force and effect in all the Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation), provided that, the Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor as permitted pursuant to the Credit Agreement subject to the satisfaction of any conditions to release (if any) set forth in the Credit Agreement, including the continuance of the Agent’s Lien in any proceeds of such released Collateral.
(di) The ObligorsEach Grantor will give prompt written notice to the Agent of any change in its name, at legal form or jurisdiction of organization (whether by merger or otherwise) (and in any event, within 60 days (or such longer period as agreed to by the Obligors’ expenseAgent) of such change); provided that, will grant to promptly after receiving a written request therefor from the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages Grantor shall be granted pursuant to documentation reasonably satisfactory in form and substance deliver to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees additional financing statements and other charges payable in connection therewith shall have been paid in full by documents reasonably necessary or desirable to maintain the Obligors. Furthermorevalidity, perfection and priority of the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates security interests created hereunder and other related documents as may be reasonably requested by the Agent to maintain the validity, perfection and priority of the security interests as and to the extent provided for herein and upon receipt of such additional financing statements the Agent shall either promptly file such additional financing statements or approve the filing of such additional financing statements by such Grantor. Upon any such approval such Grantor shall proceed with the filing of the additional financing statements and deliver copies (or other evidence of filing) of the additional filed financing statements to the Agent. .
(j) [Reserved]
(k) Each action required Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed by this the Agent without the prior written consent of the Agent and agrees that it will not do so without the prior written consent of the Agent, subject to such Grantor’s rights under Section 5.2(d9-509(d)(2) shall be completed promptlyof the UCC and to Section 23(f) hereof.
(l) With respect to any Security Collateral in which any Grantor has any right, but title or interest and that constitutes an uncertificated security, such Grantor shall, upon the written request of the Agent, to the extent the issuer thereof is a controlled Affiliate of the Grantor, or otherwise use its commercially reasonable efforts to, cause the issuer thereof either (i) to register the Agent as the registered owner of such security or (ii) to agree in no event later than 60 Business Days (it being understood an authenticated record with such Grantor and the Agent that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies issuer will comply with instructions with respect to such commitments) after such action is requested in writing to be taken security originated by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together in accordance with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan DocumentsCredit Agreement without further consent of such Grantor.
(m) Each Grantor agrees that it will pledge hereunder, promptly following its acquisition thereof, any and all additional Security Collateral (subject to any limitations contained herein with respect thereto) and deliver to the Agent for the benefit of the Secured Parties, certificates or instruments representing any such Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank.
Appears in 1 contract
Sources: u.s. Security Agreement (United Rentals North America Inc)
Perfection and Protection of Security Interest. (a) The Obligors Borrower shall, at their its expense, perform all steps requested by the Agent in good faith Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, including; without limitation: (ia) executing, delivering, and authorizing the Agent’s filing executing and recording of the Mortgages, the Copyright Security Agreement, Patent and the Trademark Security Agreement Assignment and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Lender the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Paperand chattel paper, certificated Investment Property and all other Collateral that of which the Agent reasonably Lender determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iiid) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of titleissued; (ive) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the AgentLender; (vf) placing notations on the Obligors’ Borrower's books of account to disclose the Agent’s security interestSecurity Interest; (vig) obtaining control agreements executing and delivering to the Lender a security agreement relating to the Reversions in form and substance reasonably acceptable satisfactory to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireLender; (viih) assigning and delivering to the Agent Lender all Supporting Obligations, including letters of credit on which any Obligor the Borrower is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiii) taking such other steps as are reasonably deemed or desirable necessary by the Agent Lender to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the Agent Lender may file, without any Obligor’s the Borrower's signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the CollateralSecurity Interest. Each Obligor The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s the Borrower's agents or processors, then the Obligors Borrower shall (i) notify the Agent Lender thereof and, if the Agent so requests, the Obligors and shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Agent’s security interest Security Interest in such Collateral and instructs and, upon the Lender's request, instruct such Person to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent If at any time during the continuance of an Event of Default, with respect to any Collateral is located in on any operating facility of any Obligor Premises that is leased are not owned by any Obligorthe Borrower, then the Obligors Borrower shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentLender, that waive or subordinate of all present and future Liens to which the owner or lessor or any mortgagee of such premises Premises may be entitled to assert against the Collateral.
(c) . From time to time, the Obligors Borrower shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for Lender the ratable benefit of the Agent and the LendersCollateral, but the Obligors’ Borrower's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other of the Agent or any Lender rights in and to the Collateral with respect to any ObligorCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfiedsatisfied in accordance with the terms hereof, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Borrowers shall, at their expense, perform all steps requested by the Agent in good faith Lender at any time to perfect, maintain, protect, and enforce the Agent’s Lender's Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgagesof, the Copyright Security Agreement, Patent and the Trademark Security Agreement Agreements and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (ii) delivering to the Agent Lender the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Paperand chattel paper, certificated Investment Property and all other Collateral that of which the Agent reasonably Lender determines it should have physical possession in order to perfect and protect the Agent’s Lender's security interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iii) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has and is continuingexists, transferring Inventory to warehouses or other locations designated by the AgentLender; (v) placing notations on the Obligors’ Borrower's books of account to disclose the Agent’s Lender's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent Lender all Supporting Obligations, including letters of credit on which any Obligor Borrower is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by the Agent Lender to maintain and protect the Agent’s Lender's Liens. To the extent permitted by applicable law, the Agent Lender may file, without any Obligor’s the applicable Borrower's signature, one or more financing statements disclosing the Agent’s Lender's Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s the Borrower's agents or processors, then the Obligors Borrower shall (i) notify the Agent Lender thereof andand shall, if at the Agent so requestsrequest of Lender, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Agent’s Lender's security interest in such Collateral and instructs instruct such Person to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent If at any time during the continuance of an Event of Default, with respect to any Collateral is located in any operating facility of any Obligor that is leased a Borrower not owned by any Obligorthe Borrower, then the Obligors shall use commercially reasonable efforts to Borrower shall, at the request of the Lender, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the AgentLender, that waive or subordinate of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors each Borrower shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for Lender the ratable benefit of the Agent and the LendersCollateral, but the Obligors’ Borrower's failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.of
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Each Borrower ---------------------------------------------- shall, at their its expense, perform all steps requested by the Agent in good faith Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest in the Collateral including, including; without limitation: (ia) executing, delivering, and authorizing the Agent’s filing executing and recording of the Mortgages, the Copyright Security Agreement, Patent and the Trademark Security Agreement Assignments and UCC executing and filing financing or continuation statements, and amendments thereof, relating to the Collateral in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender, upon Lender's request therefor, the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Paperand chattel paper, certificated Investment Property and all other Collateral that of which the Agent reasonably Lender determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iiic) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of titleissued; (ivd) when after an Event of Default has and that is continuing, placing notations on the Borrower's books of account to disclose the Security Interest; (e) delivering to the Lender, upon Lender's request therefor, all letters of credit on which the Borrower is a named beneficiary; (f) after an Event of Default that is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereofLender; and (viiig) taking such other steps as are reasonably deemed or desirable necessary by the Agent Lender to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the Agent The Lender may file, without any Obligor’s the Borrower's signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the CollateralSecurity Interest. Each Obligor The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s the Borrower's agents or processors, then the Obligors Borrower shall (i) notify the Agent Lender thereof and, if the Agent so requests, the Obligors and shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Agent’s security interest Security Interest in such Collateral and instructs and, upon the Lender's request following an Event of Default that is continuing, instruct such Person to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent If at any time during the continuance of an Event of Default, with respect to any Collateral is located in on any operating facility of any Obligor premises that is leased are not owned by any Obligorthe Borrower, then the Obligors Borrower shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentLender, that waive or subordinate of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) . From time to time, the Obligors Borrower shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for Lender the ratable benefit of the Agent and the LendersCollateral, but the Obligors’ Borrower's failure to do so shall not affect or limit any security interest or any other of the Agent or any Lender in and to the Collateral with respect to any ObligorSecurity Interest. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions Upon termination of this Agreement and cause such commercial tort claim to constitute “Collateral” for payment of all purposes under this Agreement and Obligations, the other Loan DocumentsLender shall release all Security Interests held by the Lender.
Appears in 1 contract
Sources: Loan and Security Agreement (Environmental Group International LTD)
Perfection and Protection of Security Interest. (a) The Obligors Each Loan Party shall, at their its expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s LiensLiens subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, including; , without limitation: (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the MortgagesMortgage(s), the Copyright Security AgreementPatent and Trademark Agreements, and filing or authorizing the Trademark Security Agreement and UCC Agent to file financing or continuation statements, and amendments thereof, and executing and delivering and/or filing all documents in respect of assignments of Government Contracts, all of the foregoing to be in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible and Chattel Paper, certificated Investment Property and all other Collateral that of such Loan Party of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest thereintherein or the first priority nature thereof, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral of such Loan Party located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on Collateral of such Loan Party for which certificates of titletitle have been issued; (iv) when an Event of Default has occurred and is continuing, transferring Inventory of such Loan Party to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ such Loan Party’s books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) of such Loan Party in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may requireintermediaries; (vii) assigning and delivering to the Agent all Supporting ObligationsObligations of such Loan Party, including letters of credit on which any Obligor such Loan Party is named beneficiary, with, to the extent practicable, the beneficiary with written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, Each Loan Party hereby authorizes the Agent may file, without any Obligor’s signature, to file one or more financing statements and amendments thereto disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral of a Loan Party is at any time in the possession or control of any warehouseman, bailee or any of any Obligora Loan Party’s agents or processors, then the Obligors such Loan Party shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors and shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person the bailee that notifies such Person of the Agent’s security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s reasonable instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent If at any time during the continuance of an Event of Default, with respect to any Collateral of a Loan Party is located in on any operating facility of such or any Obligor that other Loan Party which is leased not owned by any Obligorsuch Loan Party, then the Obligors such Loan Party shall use its commercially reasonable efforts (not including any obligation to pay money) to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate of all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors each Loan Party shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral in which such Loan Party has an interest, but the Obligors’ a Loan Party’s failure to do so shall not affect or limit any the Agent’s security interest or any the Agent’s other of the Agent or any Lender rights in and to the Collateral with respect to any Obligorsuch Loan Party. So long as this Agreement is in effect and until all Obligations (other than contingent indemnification obligations) have been fully satisfied, satisfied the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral.
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Loan and Security Agreement (Manhattan Bagel Co Inc)
Perfection and Protection of Security Interest. (a) The Obligors Grantors shall, at their expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgages, Patent and Trademark Agreements and the Copyright Security Agreement, and the Trademark Security Agreement executing and UCC filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iviii) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (viv) placing notations on the ObligorsGrantors’ books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiiv) taking such other steps as are reasonably deemed necessary or desirable by the Agent in good faith to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees Grantors agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) If Unless Agent shall otherwise consent in writing (which consent may be revoked), Grantors shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments promptly after any Collateral is at any time in Grantor receives the possession same.
(c) Grantors shall obtain or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use their commercially reasonable efforts to obtain a bailee waivers or similar letter acknowledged by such Person that notifies such Person subordinations of the Liens from landlords and mortgagees, and Grantors shall in all instances obtain signed acknowledgements of Agent’s security interest in such Liens from bailees having possession of any Collateral and instructs such Person to that they hold all such Collateral for the benefit of Agent’s account subject , in each case with respect to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent locations at any time during the continuance having Collateral valued in excess of an Event of Default$1,000,000.
(d) Unless waived by Agent in writing (which waiver may be revoked), with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors Grantor shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinationsauthenticated control agreements, in form and substance reasonably satisfactory to the Agent, that waive from each issuer of uncertificated securities, securities intermediary, or subordinate all present and future Liens which the owner commodities intermediary issuing or lessor of such premises may be entitled holding any financial assets or commodities to assert against the Collateralor for any Grantor.
(ce) If any Grantor is or becomes the beneficiary of a letter of credit, Grantors shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights, assigning such Letter-of- Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Grantors shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in the Uniform Electronic Transactions Act.
(g) Each Grantor hereby irrevocably authorizes Agent at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as any or all assets of such Grantor covered by the Agent’s Liens, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Georgia for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to Agent promptly upon request. Each Grantor also ratifies its authorization for Agent to have filed any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Grantors shall promptly notify Agent of any commercial tort claim (as defined in the UCC) acquired by any Grantor and unless otherwise consented by Agent, Grantors shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such commercial tort claim.
(i) From time to time, the Obligors Grantors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but the Obligors’ any Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any ObligorGrantor. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(dj) The ObligorsGrantors’ shall reimburse Agent for the out-of-pocket costs incurred by Agent in obtaining certificates of good standing for each Grantor from its state of incorporation or organization, at provided, that, (A) if no Event of Default exists, Grantors shall not be responsible for the Obligors’ expense, will grant costs relating to the Agent, Mortgages in any owned Real Estate (whether owned more than one such certificate obtained by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to each Grantor during any particular quarter, and (B) Agent shall have no obligation to obtain such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may becertificates.
(ek) The Obligors shallWithout limiting the prohibitions on mergers involving Grantors contained in the Credit Agreement, together with each delivery no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the certificate described date hereof or change its type of entity as identified on Schedule II without the prior written consent of Agent.
(l) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to Grantors’ rights under Section 9-509(d)(2) of the UCC.
(m) No Grantor shall enter into any contract or agreement that restricts or prohibits the grant of a security interest in Section 6.2(e)(i) Chattel Paper or payment intangibles or the proceeds of the foregoing to Agent, notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable except to the Agent in order to subject extent that any such commercial tort claim to restriction or prohibition is unenforceable under the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan DocumentsUniform Commercial Code, or (ii) Accounts or Instruments.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Each Loan Party shall, at their its expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including; : (i) executing, delivering, and authorizing the Agent’s and/or filing and recording of the MortgagesMortgage(s), the Copyright Security AgreementCopyright, Patent, and the Trademark Security Agreement Agreements, and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Paperand chattel paper, certificated Investment Property and all other Collateral that of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed endorsed, or assigned to the Agent without restriction; (iii) delivering to the Agent (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and (B) if requested by the Agent, certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has and is continuingexists, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ its books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor it is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiivii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable lawany Requirement of Law, the Agent may file, without any Obligor’s Loan Party's signature, one or more financing statements disclosing the Agent’s 's Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement executed and delivered by such Loan Parties is sufficient as a financing statement.
(b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee bailee, or any of any Obligor’s Loan Party's agents or processors, then the Obligors such Loan Party shall (i) notify the Agent thereof andand shall, if at the Agent so requestsrequest of the Agent, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Agent’s 's security interest in such Collateral and instructs instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located on any operating facility of a Loan Party which is not owned by such Loan Party, and (ii) consents to the Agent’s filing of then such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At Loan Party shall, at the request of the Agent at any time during the continuance of an Event of DefaultAgent, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable its best efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) ; PROVIDED that, in the event any Loan Party is unable to obtain any such written subordination, the Agent may, in its discretion establish a reserve with respect to any such Collateral or, if such Collateral is either Accounts or Inventory, exclude such Accounts or Inventory from the calculation of the Borrowing Base. From time to time, the Obligors each Loan Party shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to such Loan Party, but the Obligors’ failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Obligorsuch Loan Party. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).. To the extent any Loan Party is or becomes the issuer of any Investment Property that is Collateral, each such Loan Party (in such capacity, an "ISSUER") agrees as follows with respect to such Investment Property:
(di) The ObligorsAll such Investment Property issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the Obligors’ expensename of, will grant or otherwise deliverable to, any Loan Party, shall be delivered directly to the Agent, Mortgages for the account of such Loan Party, at the Agent's address for notices set forth in SECTION 15.8.
(ii) Upon written notice from the Agent, all cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any owned Real Estate (whether owned by one time payable or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time deliverable to time by the Agent and/or the Required Lenders. All such Mortgages any Loan Party shall be granted pursuant to documentation reasonably satisfactory in form and substance delivered directly to the Agent and shall constitute valid and enforceable Liens superior to and prior to Agent, for the rights account of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders Lenders, at the address for notices set forth in SECTION 15.8.
(iii) Such Issuer will not acknowledge any transfer or encumbrance in respect of such opinions Investment Property to or in favor of counsel, title insurance policies, flood zone determinations, flood insurance certificates and any Person other related documents as may be reasonably requested by than the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken Agent or a Person designated by the Agent or the Required Lenders, as the case may bein writing.
(eiv) The Obligors shallWith respect to any of such Investment Property at any time constituting an uncertificated security as defined by the UCC, together the Issuer will comply with each delivery of the certificate described in Section 6.2(e), notify instructions originated by the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as without further consent by the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documentsregistered owner thereof.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Obligors Each Grantor shall, at their its expense, perform all steps necessary or otherwise reasonably requested by the Collateral Agent in good faith (at the direction of the Majority Holders) at any time to perfect, maintain, protect, protect and enforce the Collateral Agent’s Liens, subject to the terms of each Intercreditor Agreement, including; : (i) executing, delivering, and authorizing the Agent’s filing and recording of the MortgagesCopyright, Patent and Trademark Agreements and amendments thereof in the United States Patent and Trademark Office, the United States Copyright Security AgreementOffice and any other applicable jurisdiction’s copyright, patent or trademark office, and the Trademark Security Agreement and UCC filing financing statements or continuation statements, and amendments thereof, statements in form and substance reasonably satisfactory to the Agentrespective Filing Office; (ii) to the extent constituting Noteholder First Lien Collateral, delivering to the Collateral Agent the originals of all Instrumentsinstruments, Documentsdocuments and Chattel Paper (in each case in excess of $250,000), tangible Chattel Paper, certificated Investment Property and all other Collateral that of which the Collateral Agent is required to have or of which it reasonably determines it should requests to have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed or assigned to the Collateral Agent without restrictionas provided herein; (iii) delivering to the Collateral Agent a duly executed amendment to this Agreement, in the form of Exhibit B (each, an “Amendment”), pursuant to which such Grantor will pledge any additional Collateral that constitutes Commercial Tort Claims; (iv) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent (A) warehouse receipts covering any portion of the Noteholder First Lien Collateral located in warehouses and for which warehouse receipts are issued, (B) warehouse receipts covering any portion of the Intercreditor Collateral (so long as no ABL Liens are outstanding on such Collateral) located in warehouses and for which warehouse receipts are issued and (C) if requested by the Collateral Agent, certificates of title covering Titled Collateral, together with duly executed applications for reflecting the notation of the Collateral Agent’s Liens on such covering any portion of the Collateral for which certificates of titletitle have been issued; (ivv) when an Event of Default has and is continuingexists, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (v) placing notations on the Obligors’ books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form upon the occurrence and substance reasonably acceptable to during the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession continuance of securities intermediaries and providing the Agent control an Event of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and Default, delivering to the Collateral Agent all Supporting Obligations, including letters of credit constituting Collateral on which any Obligor such Grantor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viiivii) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent (acting at the direction of the Majority Holders) to maintain maintain, protect and protect enforce the Collateral Agent’s Liens. To the extent permitted by applicable lawany Requirement of Law, the Collateral Agent may file, without any ObligorGrantor’s signature, one or more financing statements disclosing the Collateral Agent’s Liens, and each Obligor . Each Grantor hereby authorizes the Agent, at any time Collateral Agent to attach each Amendment to this Agreement and from time to time, to file financing statements and amendments agrees that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect additional collateral set forth in such jurisdictions as the Agent may deem necessary or desirable in order Amendments shall be considered to perfect the Agent’s Liens in be part of the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time any Collateral with a Fair Market Value in the possession or control excess of any warehouseman$500,000 (other than Intercreditor Collateral, bailee or any of any Obligor’s agents or processors, then the Obligors shall unless (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest in no ABL Liens on such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions, and are outstanding or (ii) consents to the Agent’s filing of applicable ABL Collateral Agent shall also have obtained such UCC financing statements as the Agent may reasonably deem necessary waiver or appropriate to perfect Agent’s security interest in subordination from such Collateral. At the request of the Agent landlord) is located at any time during the continuance of an Event of Default, with respect to any Collateral located in any operating facility of any Obligor a Grantor that is leased not owned by any Obligorsuch Grantor, then the Obligors shall such Grantor shall, upon request, use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Collateral Agent, that waive or subordinate of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the such Collateral.
(c) From time to time, the Obligors subject to each Intercreditor Agreement, each Grantor shall, upon the Collateral Agent’s reasonable request, execute and deliver confirmatory written instruments pledging to the Collateral to the Agent, for the ratable benefit of the Agent and Secured Parties, the LendersCollateral with respect to such Grantor, but the Obligors’ failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Secured Parties in and to the Collateral with respect to any Obligor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)such Grantor.
(d) The Obligors, at To the Obligors’ expense, will grant to extent any Grantor is the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary owner of any commercial tort claim in which Investment Property that is Collateral (each such Person that issues any Obligor is such Investment Property being referred to herein as an “Investment Property Issuer”) (x) with a plaintiff alleging damages Fair Market Value in excess of $500,000 andor (y) constituting Equity Interests, each Grantor that is the owner of any such Investment Property agrees that it shall use its commercially reasonable efforts to cause the Investment Property Issuer thereof to agree as follows with respect to such Investment Property:
(i) all such Investment Property issued by such Investment Property Issuer, all warrants and all non-cash dividends and other non-cash distributions in connection therewithrespect thereof at any time registered in the name of, or otherwise deliverable to, any Grantor shall be delivered directly to the Collateral Agent may file for the account of such UCC financing Grantor;
(ii) during the existence of any Event of Default, upon notice by the Collateral Agent, all cash dividends, cash distributions and amendment statements as other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Grantor shall be delivered directly to the Agent deems necessary or desirable in order to perfect Collateral Agent, for the account of the Secured Parties, at the Collateral Agent’s Liens thereinaddress for notices set forth in Section 8.1; and
(iii) with respect to any of such Investment Property at any time constituting an uncertificated security as defined by the UCC, together such Investment Property Issuer will comply with a supplement to this Agreement in form and substance reasonably acceptable to instructions originated by the Collateral Agent in order to subject such commercial tort claim to without further consent by the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documentsregistered owner thereof.
Appears in 1 contract
Sources: Collateral Agreement (Aquestive Therapeutics, Inc.)
Perfection and Protection of Security Interest. (a) The Obligors Each Grantor shall, at their its expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including; : (i) executing, delivering, and authorizing the Agent’s delivering and/or filing and recording of the Mortgages, the Copyright Intellectual Property Security Agreement, Agreements and the Trademark Security Agreement Mortgages and UCC executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, and tangible Chattel Paper, certificated Investment Property and all other Collateral that in such Grantor's possession of which the Agent reasonably determines it should have physical possession in order to perfect and or protect the Agent’s 's security interest therein, duly pledged, endorsed endorsed, or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation any portion of the Agent’s Liens on such collateral for which certificates of titletitle have been issued; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ such Grantor's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to assigning and, upon the Agent from securities intermediaries with respect to financial assets (including Investment Property) in Agent's request during the possession continuance of securities intermediaries and providing the Agent control an Event of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and Default, delivering to the Agent all such Grantor's Supporting Obligations, including letters of credit on which any Obligor such Grantor is named beneficiary, with, to the extent practicable, beneficiary with the written consent of the issuer thereof; and (viiivii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens, including without limitation, delivering to Agent originals and copies, as needed, of any and all certificates evidencing ERCs owned by the Company, together with all documentation necessary to perfect Agent's security interest in such ERCs with the applicable air quality management districts or other Governmental Authority pursuant to California Health and Safety Code Section 40709, et seq. To the extent permitted by applicable lawIn addition, the Grantors shall deliver to Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect an -- --- authorization in such jurisdictions as the blank authorizing Agent may deem necessary or desirable in order to perfect its security interest in future ERCs earned or acquired by the Agent’s Liens in the CollateralCompany. Each Obligor Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Unless Agent shall otherwise consent in writing (which consent may be revoked), each Grantor shall deliver to Agent all Collateral is at any time consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after such Grantor receives the possession same.
(c) Each Grantor shall, in accordance with the terms of the Credit Agreement, obtain or control of any warehouseman, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially its reasonable best efforts to obtain a bailee waivers or similar letter acknowledged subordinations of Liens from landlords and mortgagees, and each Grantor shall use its reasonable best efforts to obtain signed acknowledgements of Agent's Liens from bailees having possession of any Collateral that they hold for the benefit of Agent.
(d) If required by such Person that notifies such Person the terms of the Agent’s security interest Credit Agreement and not waived by Agent in writing (which waiver may be revoked), each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Collateral Grantor.
(e) If any Grantor is or becomes the beneficiary of a letter of credit such Grantor shall promptly notify Agent thereof and instructs such Person to hold all such Collateral for enter into a tri-party agreement with Agent and the Agent’s account subject to the Agent’s instructions, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time during the continuance of an Event of Default, issuer and/or confirmation bank with respect to any Collateral located in any operating facility of any Obligor that is leased by any ObligorLetter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(cf) Each Grantor shall take all steps necessary to grant the Agent control of all of such Grantor's electronic chattel paper in accordance with the Code and all "transferable records" as defined in the Uniform Electronic Transactions Act.
(g) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (1) as all
(1) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (2) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Grantor shall promptly notify Agent of any commercial tort claim (as defined in the UCC) acquired by it and, unless otherwise consented by Agent, such Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such commercial tort claim.
(i) From time to time, the Obligors each Grantor shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but the Obligors’ any Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Obligorsuch Grantor. So long as this the Credit Agreement is in effect and until all Secured Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Security Agreement (Mail Well Inc)
Perfection and Protection of Security Interest. (a) The Obligors Each Grantor shall, at their its expense, perform all steps reasonably requested by the Agent Secured Party in good faith writing at any time to perfect, maintain, protect, and enforce the Agent’s Secured Party's Liens, including; , without limitation: (i) executing, delivering, executing and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentSecured Party; (ii) subject to the provisions of the Senior Credit Agreements, delivering to the Agent Secured Party the originals of all Instrumentsinstruments, Documentsdocuments, tangible Chattel Paperand chattel paper, certificated Investment Property and all other Collateral that of which the Agent Secured Party reasonably determines it should have physical possession in order to perfect and protect the Agent’s Secured Party's security interest therein, duly pledged, endorsed or assigned to the Agent Secured Party without restriction; provided, however, that if no Event of Default exists the Secured Party will at the Grantors' request promptly, and in any event, within 5 days following receipt of request therefor, redeliver any such promissory notes and instruments to the applicable Grantor as the applicable Grantor may reasonably require in order to enforce its rights thereunder in the ordinary course of business; (iii) subject to the provisions of the Senior Credit Agreement, delivering to the Agent Secured Party warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of titleissued; (iv) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ Grantors' books of account to disclose the Agent’s Secured Party's security interest; (viv) obtaining control agreements in form and substance reasonably acceptable subject to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in provisions of the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and Senior Credit Agreement, delivering to the Agent Secured Party all Supporting Obligations, including letters of credit on which any Obligor such Grantor is named beneficiary, with, beneficiary and which provide for or relates to the extent practicable, the written consent payment of the issuer thereofany Account; and (viiivi) subject to the provisions of the Senior Credit Agreement, taking such other steps as are deemed reasonably deemed necessary or desirable by the Agent Secured Party to maintain and protect the Agent’s Secured Party's Liens. To the extent permitted by applicable law, the Agent Secured Party may file, without any Obligor’s the Grantors' signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at Secured Party's Liens or may sign any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateralname of any Grantor. Each Obligor Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Obligor’s the Grantors' agents or processors, then the Obligors applicable Grantor shall (i) notify the Agent Secured Party thereof and, if so requested by the Agent so requestsSecured Party, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies notify such Person of the Agent’s Secured Party's security interest in such Collateral and instructs and, subject to the provisions of the Senior Credit Agreement, during the existence of an Event of Default upon the Secured Party's request in writing, instruct such Person to hold all such Collateral for the Agent’s Secured Party's account subject to the Agent’s Secured Party's instructions. If at any time any Collateral is located on any facility of any Grantor which is not owned by such Grantor, and (ii) consents to then such Grantor shall, at the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the written request of the Agent at any time during the continuance of an Event of DefaultSecured Party, with respect to any Collateral located in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts (including without limitation enforcing lease obligations) to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentSecured Party, that waive or subordinate of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors each Grantor shall, upon the Agent’s Secured Party's written request, execute and deliver confirmatory written instruments pledging the Collateral to the AgentSecured Party, for the ratable benefit such Grantor's interest in any item of the Agent and the LendersCollateral, but the Obligors’ such Grantor's failure to do so shall not affect or limit any the Secured Party's security interest or any the Secured Party's other of the Agent or any Lender rights in and to the Collateral with respect to any ObligorCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Secured Party's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral.
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may be.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Security Agreement (Interiors Inc)
Perfection and Protection of Security Interest. (a) The Obligors Notwithstanding the perfection of any security interest granted hereunder pursuant to the order of the Bankruptcy Court under the applicable DIP Order, each Obligor shall, as applicable, at their such Obligor’s expense, perform all steps reasonably requested by the Agent in good faith or the Lenders at any time to perfect, maintain, protect, and enforce the Agent’s DIP Liens, including; (i) executing: upon an Event of Default, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent (who shall hold on behalf of the other Secured Parties)
(1) the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property Property, instruments, documents, and chattel paper, and all other Collateral that of which the Majority Lenders reasonably determine the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed endorsed, or assigned to the Agent without restriction; restriction and
(iii2) delivering to the Agent warehouse receipts certificates of title (excluding deeds for Real Estate) covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of title; have been issued and (iv4) when an Event of Default has and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Obligors’ books of account to disclose the Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any such Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and .
(viiib) taking such other steps as are reasonably deemed or desirable by the Agent to maintain and protect the Agent’s Liens. To the fullest extent permitted by applicable law, the Agent Lenders may file, without any Obligor’s signature, file one or more financing statements disclosing the Agent’s LiensDIP Liens on the Collateral; provided that the Lenders will not file any financing statement against any Obligor if such filing would require the payment of any documentary, intangibles or similar fees or Taxes (other than customary filing charges).
(c) To the extent any Obligor owns any Investment Property, such Obligor agrees as follows with respect to such Investment Property, but subject to the terms of any documents or agreements entered into prior to the Closing Date creating or evidencing any Pre-Petition Lien with respect to such Investment Property:
(i) All cash dividends, cash distributions, and each other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to such Obligor hereby authorizes shall be deposited into the Cash Collateral Account.
(ii) Such Obligor will not acknowledge any transfer or encumbrance in respect of such Investment Property to or in favor of any Person other than the Agent or a Person designated by the Agent in writing.
(d) In the event that a motion for dismissal from any of the Cases is filed with respect to any wholly-owned Subsidiary and such Obligor, and to the extent the Capital Stock of such Subsidiary is in certificated form, such Obligor shall deliver all certificates or instruments at any time representing or evidencing such Capital Stock in such wholly-owned Subsidiary to the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered shall be in suitable form for transfer by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostaticdelivery, or other reproduction shall be accompanied by instruments of this Agreement transfer or of a financing statement is sufficient as a financing statement.
(b) If any Collateral is at any time assignment, duly executed in the possession or control of any warehousemanblank, bailee or any of any Obligor’s agents or processors, then the Obligors shall (i) notify the Agent thereof and, if the Agent so requests, the Obligors shall use commercially reasonable efforts to obtain a bailee or similar letter acknowledged by such Person that notifies such Person of the Agent’s security interest all in such Collateral form and instructs such Person to hold all such Collateral for the Agent’s account subject substance reasonably satisfactory to the Agent’s instructions. The Agent shall have the right, and (ii) consents to the Agent’s filing of such UCC financing statements as the Agent may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent at any time time, after the occurrence and during the continuance of an Event of Default, with respect to any Collateral located transfer to or to register in any operating facility of any Obligor that is leased by any Obligor, then the Obligors shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) From time to time, the Obligors shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, but the Obligors’ failure to do so shall not affect or limit any security interest or any other name of the Agent or its nominee any Lender Capital Stock in and to the Collateral with respect to any Obligorsuch wholly-owned Subsidiary. So long as this Agreement is in effect and until all Obligations have been fully satisfiedIn addition, the Agent’s Liens Agent shall continue in full force and effect in all Collateral (whether or not deemed eligible for have the purpose of calculating the Availability or as the basis for right at any advance, loan, extension of credit, or other financial accommodation).
(d) The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as may be reasonably requested from time to time by the Agent and/or the Required Lenders. All exchange certificates or instruments representing or evidencing Capital Stock of such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights wholly-owned Subsidiaries for certificates or instruments of all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded smaller or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 5.2(d) shall be completed promptly, but in no event later than 60 Business Days (it being understood that the Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect to such commitments) after such action is requested in writing to be taken by the Agent or the Required Lenders, as the case may belarger denominations.
(e) The Obligors shall, together with each delivery of the certificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
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Sources: Dip Credit Agreement