Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor to, at Borrower's expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower's and each Guarantor's books of account to disclose the Agent's security interest; (vii) delivering to the Agent all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viii) taking such other steps as are deemed necessary 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 the Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's Liens. 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower shall notify the Agent thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest in such Collateral or Guarantor Collateral and, upon the Agent's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the Agent's account subject to the Agent's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is not owned by the Borrower or LDM Canada, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to obtain written waivers, in form and substance satisfactory to the Agent, 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 Borrower shall, and shall cause each Guarantor to, upon the Agent's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest or the Agent's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor to, at Borrower's its expense, perform all reasonable steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent's Liens, Security Interest including, without limitation: (ia) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the AgentLender; (iib) upon request by the Lender, delivering to the Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Agent Lender the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (ve) placing notations on the Borrower's and each Guarantor's books of account to disclose the Agent's security interestSecurity Interest; (viif) executing and delivering to the Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (g) delivering to the Agent Lender all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viiih) taking such other steps as are reasonably deemed necessary or desirable 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 the Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's LiensSecurity Interest. 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower shall notify the Agent Lender thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest Security Interest in such Collateral or Guarantor Collateral and, upon the AgentLender's request, if an Event of Default has occurred and is continuing, instruct such Person to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is Premises that are not owned by the Borrower or LDM CanadaBorrower, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada shall use reasonable efforts to obtain written waivers, in form and substance satisfactory to the AgentLender, 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 Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, Lender the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest Security Interest or the AgentLender's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
Appears in 1 contract
Sources: Loan and Security Agreement (Matria Healthcare Inc)
Perfection and Protection of Security Interest. (a) The Each Borrower shall, and shall cause each Guarantor SDI Canada to, at Borrower's its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement Trademark and the Guarantor Collateral Documents Copyright Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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 (but not including any in-plant store locations) and for which warehouse receipts are issued and certificate of titles covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the such Borrower's and each Guarantoror SDI Canada's books of account to disclose the Agent's security interest; (viivi) delivering to the Agent all letters of credit on which the such Borrower or LDM SDI Canada is named beneficiary; and (viiivii) taking such other steps as are deemed necessary 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 the such Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's Liens. The Each 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the a Borrower's or LDM SDI Canada's agents or processors, then the such Borrower shall notify the Agent thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest in such Collateral or Guarantor Collateral and, upon the Agent's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the Agent's account subject to the Agent's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the a Borrower or each Guarantor SDI Canada which is not owned by the such Borrower or LDM CanadaSDI Canada (other than an in-plant store location), then the such Borrower shall, or shall cause SDI Canada to, at the request of the Agent, obtain or cause LDM Canada to obtain written waivers, in form and substance satisfactory to the Agent, 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 Borrower shall, and shall cause each Guarantor to, upon the Agent's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest or the Agent's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
Appears in 1 contract
Sources: Loan and Security Agreement (Strategic Distribution Inc)
Perfection and Protection of Security Interest. (a) The Each Borrower shall, and shall cause each Guarantor to, at Borrower's its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent's Liens, Security Interest including, without limitation: (ia) executing, delivering and/or filing executing and recording of the Intellectual Property Security Agreement, the Pledge Agreement Mortgages and the Guarantor Collateral Documents Patent and Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the AgentLender; (iib) delivering to the Agent Lender, for notation of its Security Interest, the original certificates of title for motor vehicles; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (ive) when at any time during which an Event of Default existsshall have occurred and be continuing, transferring Inventory to warehouses designated by the AgentLender; (vf) placing notations on the each Borrower's and each Guarantor's books of account to disclose the Agent's security interestSecurity Interest; (viig) executing and delivering to the Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (h) delivering to the Agent Lender all letters of credit on which the Borrower or LDM Canada is Borrowers are named beneficiary; and (viiii) taking such other steps as are deemed necessary or desirable 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 the any Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's LiensSecurity Interest. The Borrower agrees 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processorsprocessors of any Borrower, then the such Borrower shall notify the Agent Lender thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest Security Interest in such Collateral or Guarantor Collateral and, upon the AgentLender's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is Premises that are not owned by the Borrower or LDM Canadaa Borrower, then the applicable Borrower shall, at the request of the Agent, obtain or cause LDM Canada to shall obtain written waivers, in form and substance satisfactory to the AgentLender, 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 each Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, Lender the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or but such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest Security Interest or the AgentLender's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Borrower Each Grantor shall, and shall cause each Guarantor to, at Borrower's its expense, perform all steps reasonably requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent's Lender’s Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Memorandum and Notice of Security Interest in Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents 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 Lender the originals of all instrumentsInstruments, documentsDocuments, and chattel papertangible Chattel Paper, and all other Collateral, Pledged Collateral and Guarantor Collateral in such Grantor’s possession of which the Agent Lender reasonably determines it should have physical possession in order to perfect and or protect the Agent's Lender’s security interest therein, duly pledged, endorsed endorsed, or assigned to the Agent Lender without restriction; (iii) delivering to the Agent warehouse receipts Lender certificates of title covering any portion of the Collateral located in warehouses and collateral for which warehouse receipts are certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower's and each Guarantor's such Grantor’s books of account to disclose the Agent's Lender’s security interest; (viiv) assigning and, upon the Lender’s request during the continuance of an Event of Default, delivering to the Agent Lender all such Grantor’s Supporting Obligations, including letters of credit on which the Borrower or LDM Canada such Grantor is named beneficiarybeneficiary with the written consent of the issuer thereof; and (viiivi) taking such other steps as are deemed reasonably 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 the Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's Liens. The Borrower Each 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 Collateral or Guarantor Collateral is at any time Unless Lender shall otherwise consent in the possession or control of any warehousemanwriting (which consent may be revoked), bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower each Grantor shall notify the Agent thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest in such Collateral or Guarantor Collateral and, upon the Agent's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the Agent's account subject deliver to the Agent's instructions. If at any time any Lender all Collateral or Guarantor Collateral is located on any operating facility consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after such Grantor receives the Borrower or each Guarantor which is not owned by the Borrower or LDM Canada, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to obtain written waivers, in form and substance satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateralsame.
(c) From time to time, the Borrower Each Grantor shall, and shall cause each Guarantor toin accordance with the terms of the Credit Agreement, upon Lender’s written request in its reasonably discretion obtain signed acknowledgements of the Agent's request, execute and deliver confirmatory written instruments pledging to the Agent, Lender’s Liens from bailees having possession of any Collateral that they hold for the ratable benefit of the Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest or the Agent's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Lender.
Appears in 1 contract
Sources: Credit Agreement (Remedytemp Inc)
Perfection and Protection of Security Interest. (a) The Borrower Except as explicitly set forth herein or in the Credit Agreement and subject to the limitations set forth in the definition of Collateral and Guarantee Requirement, each Grantor, shall, and shall cause each Guarantor to, at Borrower's its expense, perform all steps reasonably requested in writing by the Collateral Agent at any time to perfect, maintain, protect, and enforce maintain or protect the Collateral Agent's ’s Liens, including, without limitationlimiting any express threshold requirement set forth in this Section (a), below which threshold the action subject thereto shall not be required hereunder: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) executing, delivering and/or filing and recording in all appropriate offices in the United States and/ or Canada, the Intellectual Property Security Agreement (or similar document in a form reasonably acceptable to the Collateral Agent and the originals Borrower, governed by the laws of all instrumentsthe United States and/or Canada, documentsas applicable, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of in which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed such Grantor is incorporated or assigned to the Agent without restrictionorganized); (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory has occurred and is continuing and to warehouses designated the extent reasonably requested in writing by the Collateral Agent; (v) , placing notations on the Borrower's and each Guarantor's such Grantor’s books of account to disclose the Collateral Agent's security interest’s Liens; (iv) with respect to any Deposit Account, Securities Account or Commodity Accounts, the delivery of Control Agreements (to the extent required pursuant to Section 3(e)); (v) [reserved]; (vi) in the case of Chattel Paper with a value in excess of $500,000, the execution of a contractual obligation assigning control to the Collateral Agent over such Chattel Paper; (vii) delivering to the Agent all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viii) taking such other steps as are deemed reasonably necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent's Liens. To ’s Liens having at least the priority described in Section 4; (viii) if any Pledged Debt (other than any intercompany Debt) for borrowed money in a principal amount in excess of $1,000,000 (individually) is owing to any Grantor and such Pledged Debt is evidenced by a promissory note, deliver such promissory note, together with undated instruments of transfer with respect thereto endorsed in blank, to the Collateral Agent, all in form and substance reasonably satisfactory to the Collateral Agent, (ix) with respect to intercompany Debt, all Debt of the Borrower and/or its Subsidiaries that is owing to any Grantor (or Person required to become an Grantor) shall be evidenced by the Subordinated Intercompany Note, and, the Collateral Agent shall have received such Subordinated Intercompany Note duly executed by the Borrower, each such Subsidiary and each such other Grantor, together with undated instruments of transfer with respect thereto endorsed in blank, and (x) deliver and pledge to the Collateral Agent for the benefit of the Secured Parties certificates representing Pledged Stock (all of which Stock is hereby required to be certificated) issued to any Grantor by each Subsidiary of such Grantor and all other Pledged Stock (to the extent permitted such Stock is certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. All Stock issued by applicable lawa Grantor (other than Holdings) shall, at all times from and after the Agent may fileClosing Date, without be certificated and be accompanied by customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. For the Borrower's avoidance of doubt, notwithstanding any other provisions set forth herein, (i) the Grantors shall not be required to file or a Guarantor's signature, one or more financing statements disclosing record the Agent's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Intellectual Property Security Agreement or any other agreement or filing related to the Grantors’ Intellectual Property outside the United States or Canada, and (ii) the Stock of a financing statement is sufficient as a financing statementHoldings shall not be required to be pledged hereunder or under any of the other Loan Documents.
(b) If any Unless the Collateral Agent (with the consent or Guarantor Collateral is at the direction of the Required Lenders) shall otherwise consent in writing (which consent may be revoked at any time in the possession or control of any warehousemanand from time to time), bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower shall notify the Agent thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest in such Collateral or Guarantor Collateral and, upon the Agent's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the Agent's account subject to the Agent's instructions. If at any time any ABL Intercreditor Agreement, each Grantor shall deliver to the Collateral Agent (or Guarantor its bailee under the ABL Intercreditor Agreement) all Collateral is located on any operating facility consisting of the Borrower Instruments, in each case, with an individual principal amount in excess of $1,000,000, accompanied by duly executed instruments of transfer or each Guarantor which is not owned by the Borrower or LDM Canadaassignment, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to obtain written waivers, all in form and substance reasonably satisfactory to the Collateral Agent, of and each Grantor shall deliver to the Collateral Agent (or its bailee under the ABL Intercreditor Agreement) all present and future Liens certificated securities constituting Collateral issued to which the owner or lessor such Grantor by each Subsidiary of such premises Grantor and all other certificated securities constituting Collateral issued to Grantors (accompanied by stock powers executed in blank), in each case promptly (and in any event within thirty (30) days, or such longer period as the Collateral Agent (with the consent or at the direction of the Required Lenders) may be entitled to assert against agree) after such Grantor receives the Collateralsame.
(c) From Each Grantor hereby irrevocably authorizes the Collateral Agent or its designee at any time and from time to timetime to file in any UCC or other applicable filing office any initial financing statements and amendments thereto that (a) indicate the Collateral (i) in the case of a Grantor only, as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Borrower shallCollateral 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 shall cause each Guarantor to(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, upon including where applicable (i) whether such Grantor is an organization or the Agent's requesttype of its organization and (ii) in the case of financing statements filed as a fixture filing or indicating Collateral as As-extracted collateral or timber to be cut, execute and deliver confirmatory written instruments pledging a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent, for the ratable benefit Collateral Agent promptly upon written request.
(d) Each Grantor shall promptly (and in any event within thirty (30) days of the Lendersacquisition thereof, the Collateral, Pledged Collateral or Guarantor Collateral, such longer period as the case Collateral Agent (with the consent or at the direction of the Required Lenders) may beagree) notify the Collateral Agent of any Commercial Tort Claim (to the extent constituting Collateral) involving a claim for damages in excess of $1,000,000, initiated or acquired by it, and unless otherwise consented by the Collateral Agent (with the consent or at the direction of the Required Lenders), such Grantor shall enter into a supplement to this Agreement within such time period, granting to the Collateral Agent a Lien in such Commercial Tort Claim.
(e) Each Grantor shall enter into a Control Agreement with respect to each Deposit Account, Securities Account and Commodity Account required to be subject to a Control Agreement under the Borrower or such GuarantorGuarantee and Collateral Requirement. Notwithstanding the foregoing, but so long as the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest Credit Agreement or the Agent's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. So long as this Guarantee Agreement is in effect and until Full Payment of the Obligations, if any Deposit Account, Securities Account and/ or Commodity Account (other than an Excluded Account) shall not or cease to be subject to a Control Agreement, or such Control Agreement shall terminate or otherwise cease to be in force and effect, all Obligations have been fully satisfiedamounts at such time on deposit in or credited to any such account shall be transferred at the instruction of the Collateral Agent (acting at the direction of the Required Lenders) into a Deposit Account designated by such Collateral Agent that is subject to a Control Agreement.
(f) So long as the Credit Agreement or the Guarantee Agreement is in effect and until Full Payment of the Obligations, the Collateral Agent's ’s Liens shall continue in full force and effect in the Collateral and each Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4; provided that, the Collateral Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor (to a Person that is not 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 Collateral Agent’s Lien in any proceeds of such released Collateral.
(g) At least ten (10) days (or such shorter period as the Required Lenders may agree in their sole discretion) prior to such change, each applicable Grantor shall promptly provide written notice to the Collateral Agent of any reincorporation or reorganization under the laws of any jurisdiction or any change of its legal name, location of its chief executive office or principal place of business, its type of entity or jurisdiction of organization. At least ten (10) days (or such shorter period as the Required Lenders may agree in their sole discretion) prior to such change, each applicable Grantor shall, (i) execute and deliver to the Collateral Agent all documents, agreements and instruments reasonably requested in writing 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 (ii) authorize (and does hereby authorize) the Collateral Agent to (x) file all such UCC financing statements and, in the case of a Grantor, notices or other appropriate documents or instruments with the United States Patent and Trademark Office (the “USPTO”) or the United States Copyright Office (the “USCO”) with respect to the applicable Intellectual Property, as applicable (to the extent constituting Collateral), and (y) make 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.
(h) 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, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.
(i) Except to the extent constituting a Supporting Obligation for other Collateral as to which perfection is accomplished by the filing of a UCC financing statement, no Grantor shall be required to take any other action to perfect any Lien granted hereunder in favor of the Collateral Agent in any Letter of Credit Right.
(j) Each Grantor agrees that it will (i) cause each issuer of the Pledged Stock pledged by such Grantor not to issue any Stock in substitution for or in addition to the Pledged Stock issued by such issuer, except to such Grantor other than as not prohibited by the Credit Agreement, and (ii) pledge hereunder, upon its issuance or acquisition thereof, any and all additional Stock required to be pledged pursuant to the Credit Agreement and deliver to the Collateral Agent (or its bailee under the ABL Intercreditor Agreement) for the benefit of the Secured Parties promptly (and in any event within thirty (30) days of their issuance or acquisition, or such longer period as the Collateral Agent (with the consent or at the direction of the Required Lenders) may agree) certificates or instruments representing such additional Stock issued to any Grantor by a Subsidiary of such Grantor constituting Collateral and Guarantor all other certificated securities constituting Collateral issued to Grantors, accompanied by undated stock or bond powers executed in blank.
(whether k) Each Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any agreements related thereto, any Requirement of Law or any policy of insurance covering the Collateral, in each case, if such use would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (ii) not deemed eligible for enter into any contractual obligation or undertaking restricting the purpose right or ability of calculating such Grantor or the Revolving Availability Collateral Agent to sell, assign, convey or as transfer any Collateral if such restriction would reasonably be expected to have, either individually or in the basis for aggregate, a Material Adverse Effect.
(l) Each Grantor shall take any advance, loan, extension of credit, or other financial accommodation)and all actions required by the Collateral and Guarantee Requirement to perfect the Collateral Agent’s Lien in the Vehicles owned by such Grantor.
Appears in 1 contract
Sources: Term Loan Security Agreement (ProFrac Holding Corp.)
Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor to, at Borrower's its expense, perform take all steps actions requested by the Agent FINOVA at any time to perfect, maintain, protect, protect and enforce FINOVA's first priority security interest and other rights in the Agent's LiensCollateral and the priority thereof from time to time, including, without limitation: , (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to the Agent; FINOVA, (ii) delivering to the Agent the originals of all instrumentsmaintaining a perpetual inventory and complete and accurate stock records, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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 FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses designated by the Agent; FINOVA, (viv) placing notations on the Borrower's and each Guarantor's books of account to disclose the AgentFINOVA's security interest; interest therein and (viiv) delivering to the Agent FINOVA all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. To the extent permitted by applicable law, the Agent FINOVA may file, without the Borrower's or a Guarantor's signature, one or more financing statements disclosing the AgentFINOVA's Lienssecurity interest under this Agreement. The Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) . If any Collateral or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower Borrowe shall notify the Agent thereof and shall notify or cause LDM Canada to notify such Person of the AgentFINOVA's security interest in such Collateral or Guarantor Collateral and, upon the AgentFINOVA's request, instruct such Person them to hold all such Collateral or Guarantor Collateral for the AgentFINOVA's account subject to the AgentFINOVA's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is not owned by the Borrower or LDM Canada, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to obtain written waivers, in form and substance satisfactory to the Agent, 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 Borrower shall, and shall cause each Guarantor to, upon the AgentFINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such GuarantorFINOVA, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the AgentFINOVA's security interest or the Agent's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as . Until the case may be, with respect to the Borrower or such Guarantor. So long as this Agreement is in effect and until all Obligations have been fully satisfiedfull satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Agent's Liens Collateral shall continue in full force and effect in all Collateral, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)effect.
Appears in 1 contract
Sources: Loan and Security Agreement (Play Co Toys & Entertainment Corp)
Perfection and Protection of Security Interest. (a) The Each Borrower shall, and shall cause each Guarantor to, at Borrower's its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent's Liens, Security Interest in the Collateral including, without limitation: (ia) executing, delivering and/or filing executing and recording of the Intellectual Property Security Agreement, the Pledge Agreement Patent and the Guarantor Collateral Documents Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, relating to the Collateral in form and substance satisfactory to the AgentLender; (iib) delivering to the Agent Lender, upon Lender's request therefor, the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (ivd) when after an Event of Default existsthat is continuing, causing notations to be placed on each 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 any Borrower is a named beneficiary; (f) after an Event of Default that is continuing transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower's and each Guarantor's books of account to disclose the Agent's security interest; (vii) delivering to the Agent all letters of credit on which the Borrower or LDM Canada is named beneficiaryLender; and (viiig) taking such other steps as are deemed necessary or desirable 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 the any Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's LiensSecurity Interest. The Each 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processorsprocessors of any Borrower, then the such Borrower shall notify the Agent Lender thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest Security Interest in such Collateral or Guarantor Collateral and, upon the AgentLender's requestrequest following an Event of Default that is continuing, instruct such Person to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is premises that are not owned by the Borrower or LDM Canadaa Borrower, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to Borrowers shall obtain written waivers, in form and substance reasonably satisfactory to the AgentLender, 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 Borrower Borrowers shall, and shall cause each Guarantor to, upon the AgentLender's request, execute cause to be executed and deliver delivered confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, Lender the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's Borrowers' failure to do so shall not affect or limit the Agent's security interest or the Agent's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such GuarantorSecurity 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). Upon termination of this Agreement and payment of all Obligations, the Lender shall release all Security Interests held by the Lender.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Borrower and each member of the GTS Consolidated Group shall, and shall cause each Guarantor to, at Borrower's its expense, perform all steps reasonably requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent's Liens, Security Interest including, without limitation: (ia) executingcausing Parent to execute and record the Patent and Trademark Assignments (provided, delivering and/or filing and recording however, that Lender agrees not to record any such assignments outside of the Intellectual Property Security Agreement, the Pledge Agreement United States unless and the Guarantor Collateral Documents until an Event of Default has occurred) and executing and filing financing or continuation statements, and amendments thereof, in form and substance 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 if required; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (ive) when an Event of Default exists, transferring Inventory to warehouses designated by the AgentLender; (vf) placing notations on the Borrower's and each Guarantor's books of account to disclose the Agent's security interestSecurity Interest; (viig) executing and delivering to the Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (h) delivering to the Agent Lender all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viiii) taking such other steps as are deemed necessary or desirable 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 the Borrower's signature or a Guarantor's signaturethat of any member of the GTS Consolidated Group, one or more financing statements disclosing the Agent's LiensSecurity Interest. The Borrower agrees All parties 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower shall notify the Agent Lender thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest Security Interest in such Collateral or Guarantor Collateral and, upon the AgentLender's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is Premises that are not owned by the Borrower or LDM CanadaBorrower, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to shall obtain written waivers, in form and substance satisfactory to the AgentLender, 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 Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, Lender the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest Security Interest or the AgentLender's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor to, at Borrower's its expense, perform take all steps actions requested by the Agent Lender at any time to perfect, maintain, protect, protect and enforce Lender's security interest and other rights in the Agent's LiensCollateral and the priority thereof from time to time, including, without limitation: , (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as Lender shall require, all in form and substance satisfactory to the Agent; Lender, (ii) delivering to the Agent the originals of all instrumentsmaintaining a perpetual inventory and complete and accurate stock records, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (iv) when an Event of Default exists, and transferring Inventory to warehouses designated by the Agent; Lender, (viv) placing notations on the Borrower's and each Guarantor's books of account to disclose the AgentLender's security interest; interest therein and (viiv) delivering to the Agent Lender all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. To the extent permitted by applicable law, the Agent Lender may file, without the Borrower's or a Guarantor's signature, one or more financing statements disclosing the AgentLender's Lienssecurity interest under this Agreement. The Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) . If any Collateral or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower shall notify the Agent thereof and shall notify or cause LDM Canada to notify such Person of the AgentLender's security interest in such Collateral or Guarantor Collateral and, upon the AgentLender's request, instruct such Person them to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is not owned by the Borrower or LDM Canada, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to obtain written waivers, in form and substance satisfactory to the Agent, 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 Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such GuarantorLender, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the AgentLender's security interest or the Agent's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as . Until the case may be, with respect to the Borrower or such Guarantor. So long as this Agreement is in effect and until all Obligations have been fully satisfiedsatisfied and Lender's obligation to make further advances hereunder has terminated, Lender's security interest in the Agent's Liens Collateral shall continue in full force and effect in all Collateral, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)effect.
Appears in 1 contract
Sources: Loan and Security Agreement (Glasgal Communications Inc)
Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor to, at Borrower's its expense, perform all reasonable steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent's Liens, Security Interest including, without limitation: (ia) executing, delivering and/or filing executing and recording of the Intellectual Property Security Agreement, the Pledge Agreement Patent and the Guarantor Collateral Documents Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the AgentLender; (iib) delivering delivering, upon request, to the Agent Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering, upon request, to the Lender the originals of all instrumentsinstruments other than negotiable instruments received in the ordinary course of business, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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 delivering, upon request, to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (ive) when an Event of Default existsoccurs and is continuing, transferring Inventory to warehouses designated by the AgentLender; (vf) placing notations on the Borrower's and each Guarantor's books of account to disclose the Agent's security interestSecurity Interest; (viig) executing and delivering to the Agent Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (h) delivering, upon request, to the Lender all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viiii) taking such other reasonable steps as are deemed necessary or desirable 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 the Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's LiensSecurity Interest. 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower shall notify the Agent Lender thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest Security Interest in such Collateral or Guarantor Collateral and, upon the AgentLender's requestrequest when an Event of Default occurs and is continuing, instruct such Person to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is Premises that are not owned by the Borrower or LDM CanadaBorrower, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada shall use reasonable efforts to obtain written waivers, in form and substance satisfactory to the AgentLender, of all present and future Liens to which the owner or lessor or any mortgagee of such premises may be entitled to assert against the Collateral.
(c) . From time to time, the Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, Lender the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest Security Interest or the AgentLender's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Borrower Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, and shall cause each Guarantor to, at Borrower's its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain, protect, and enforce maintain or protect the Agent's ’s Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Agent; (ii) executing, delivering and/or filing and recording in all appropriate offices any intellectual property security agreements (to the Agent extent required under the originals of all instruments, documents, and chattel paper, and all Credit Agreement or any other Collateral, Pledged Collateral and Guarantor Collateral of Loan Documents to which the Agent 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 restrictionsuch 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[reserved]; (iv) when an Event of Default existspursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement 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 Borrower's and each Guarantor's such Grantor’s books of account to disclose the Agent's security interest’s Liens; (vii) delivering to the Agent all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viiivi) taking such other steps as are deemed necessary or desirable reasonably requested by the Agent to maintain and protect the Agent's Liens. To ’s 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 $50,000,000, deliver and pledge to the Agent may filesuch note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, without the Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's Liens. 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower shall notify the Agent thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest in such Collateral or Guarantor Collateral and, upon the Agent's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the Agent's account subject to the Agent's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is not owned by the Borrower or LDM Canada, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to obtain written waivers, in form and substance reasonably satisfactory to the Agent, of all present Agent and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral.
(cB) From time to time, the Borrower shall, deliver and shall cause each Guarantor to, upon the Agent's request, execute and deliver confirmatory written instruments pledging pledge to the Agent, for the ratable benefit of the LendersSecured 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 Canada (including any province or territory thereof) or the United States of America (including any state thereof), or required by the laws of any such other jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such other jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of Canada (including any province or territory thereof) and the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-Canadian or non-U.S. Collateral, Pledged Collateral (II) deliver landlord lien waivers, estoppels or Guarantor Collateralcollateral access letters, as the case may be, (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 Canada and the Borrower or 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 the Agent all the Collateral consisting of negotiable Documents, Chattel Paper and Instruments (other than cheques received and processed in the ordinary course), in each case, with an individual value in excess of $50,000,000, promptly after such GuarantorGrantor receives the same, and shall do everything reasonably requested by the Agent to ensure that the Agent obtains “Control” (as such term is defined in the STA) of said documents and rights, but if any Event of Default has occurred and is continuing, each Grantor agrees to deliver to the Borrower's or Agent all such Guarantor's failure to do so shall not affect or limit Collateral (regardless of value) upon the Agent's security ’s request.
(c) 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, futures intermediary, and commodities intermediary issuing or holding any financial assets, futures or commodities to or for such Grantor, except for securities, futures 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 Grantor is or becomes the beneficiary of a letter of credit with an individual face amount in excess of $50,000,000, 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 proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor), such Grantor shall promptly notify the Agent thereof and, unless otherwise consented by the Agent's other rights in , use its commercially reasonable efforts to enter into a tri-party agreement with the Agent and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, issuer and/or confirming bank with respect to Letter-of-Credit Rights, whereby such Grantor assigns such Letter-of-Credit Rights to the Borrower Agent and directs all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Agent.
(e) [Reserved.]
(f) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any PPSA, UCC, Quebec Civil Code (“CCQ”) or other applicable filing office any financing statements or amendments thereto that (i) indicate the Collateral (A) as all assets of such GuarantorGrantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of the PPSA, the CCQ or the personal property security legislation of any other jurisdiction, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by such jurisdiction for the sufficiency or filing office acceptance of any 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. So long as this Agreement is 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 effect and until any UCC, PPSA, CCQ or other applicable filing office any like financing statements or amendments thereto if filed prior to the date hereof.
(g) [Reserved.]
(h) Until Full Payment of all Obligations have been fully satisfiedSecured Obligations, the Agent's ’s Liens shall continue in full force and effect in all Collateral, Pledged Collateral and Guarantor the Collateral (whether or not deemed eligible for the purpose of calculating the Revolving 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.
(i) Each Grantor will give prompt written notice to the Agent of any change in its name, legal form or jurisdiction of organization (whether by merger, amalgamation or otherwise) (and in any event, within 30 days of such change); provided that, promptly after receiving a written request therefor from the Agent, such Grantor shall deliver to the 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 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) 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 Intangible or the proceeds of the foregoing to the Agent, except for any agreement permitted pursuant to Section 8.8 of the Credit Agreement.
(k) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement or financing change statement with respect to any financing statement filed by or in favour of 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 23(f) hereof.
(l) 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 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 an authenticated record with such Grantor and the Agent that such issuer will comply with instructions with respect to such security originated by the Agent in accordance with this Agreement and the Credit 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: Canadian Security Agreement (United Rentals North America Inc)
Perfection and Protection of Security Interest. (a) The Borrower and each LSB Guarantor Subsidiary shall, and shall cause each Guarantor to, at Borrower's its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent's Liens, Security Interest in the Collateral including, without limitation: (ia) executing, delivering and/or filing executing and recording of the Intellectual Property Security Agreement, the Pledge Agreement Patent and the Guarantor Collateral Documents Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, relating to the Collateral in form and substance satisfactory to the AgentLender; (iib) delivering to the Agent Lender, upon Lender's request therefor, the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (ivd) when after an Event of Default existsthat is continuing, transferring Inventory causing notations to warehouses designated by the Agent; (v) placing notations be placed on the Borrower's and each GuarantorLSB Guarantor Subsidiary's books of account to disclose the Agent's security interestSecurity Interest; (viie) delivering to the Agent Lender, upon Lender's request therefor, all letters of credit on which the Borrower or LDM Canada any LSB Guarantor Subsidiary is a named beneficiary; (f) after an Event of Default that is continuing transferring Inventory to warehouses designated by the Lender; and (viiig) taking such other steps as are deemed necessary or desirable 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 the Borrower's signature or a Guarantor's signaturethat of any LSB Guarantor Subsidiary, one or more financing statements disclosing the Agent's LiensSecurity Interest. 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processorsprocessors of Borrower or any LSB Guarantor Subsidiary, then the Borrower shall notify the Agent Lender thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest Security Interest in such Collateral or Guarantor Collateral and, upon the AgentLender's requestrequest following an Event of Default that is continuing, instruct such Person to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is premises that are not owned by the Borrower or LDM Canadaa LSB Guarantor Subsidiary, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to shall obtain written waivers, in form and substance reasonably satisfactory to the AgentLender, 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 Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute cause to be executed and deliver delivered confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, Lender the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest or the Agent's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such GuarantorSecurity 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). Upon termination of this Agreement and payment of all Obligations, the Lender shall release all Security Interests held by the Lender.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, and shall cause each Guarantor Paradyne Canada to, at the Borrower's expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent's LiensSecurity Interest and the Canadian Security Interest, including, without limitation: (ia) executing, delivering and/or filing executing and recording of the Intellectual Property Security AgreementPatent and Trademark Assignments and, upon any acquisition by Paradyne Canada of any patents, trademarks or copyrights, the Pledge Agreement Canadian Patent and the Guarantor Collateral Documents Trademark Assignments, and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the AgentLender; (iib) delivering to the Agent Lender the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (ivd) when following the occurrence of an Event of Default existsDefault, transferring Inventory to warehouses designated by the AgentLender; (ve) placing notations on the Borrower's and each GuarantorParadyne Canada's books of account to disclose the Agent's security interestSecurity Interest and the Canadian Security Interest; (viif) executing and delivering to the Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (g) delivering to the Agent Lender all letters of credit on which the Borrower or LDM Paradyne Canada is named beneficiary; and (viiih) taking such other steps as are deemed necessary or desirable by the Agent Lender to maintain the Security Interest and protect the Agent's LiensCanadian Security Interest. To the extent permitted by applicable law, the Agent Lender may file, without the Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's LiensSecurity Interest. 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Paradyne Canada's agents or processors, then the Borrower shall notify the Agent Lender thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest Security Interest in such Collateral or Guarantor Collateral and, upon the AgentLender's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral having a value in excess of $100,000 in the aggregate is located on any operating facility of the Borrower or each Guarantor which is Premises that are not owned by the Borrower or LDM CanadaBorrower, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to shall obtain written waivers, in form and substance satisfactory to the AgentLender, 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 Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, Lender the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest Security Interest or the AgentLender's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor SDI Canada to, at Borrower's its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement Trademark and the Guarantor Collateral Documents Copyright Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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 (but not including any in-plant store locations) and for which warehouse receipts are issued and certificate of titles covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower's and each Guarantoror SDI Canada's books of account to disclose the Agent's security interest; (viivi) delivering to the Agent all letters of credit on which the Borrower or LDM SDI Canada is named beneficiary; and (viiivii) taking such other steps as are deemed necessary 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 the Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's Liens. 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM SDI Canada's agents or processors, then the Borrower shall notify the Agent thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest in such Collateral or Guarantor Collateral and, upon the Agent's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the Agent's account subject to the Agent's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor SDI Canada which is not owned by the Borrower or LDM CanadaSDI Canada (other than an in-plant store location), then the Borrower shall, or shall cause SDI Canada to, at the request of the Agent, obtain or cause LDM Canada to obtain written waivers, in form and substance satisfactory to the Agent, 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 Borrower shall, and shall cause each Guarantor SDI Canada to, upon the Agent's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such GuarantorSDI Canada, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's any security interest or the Agent's any other rights of the Agent or any Lender in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such GuarantorSDI Canada. 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability of the Borrower or as the basis for any advance, loan, extension of credit, or other financial accommodation).
Appears in 1 contract
Sources: Loan and Security Agreement (Strategic Distribution Inc)
Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor to, at Borrower's expense, perform take all steps actions requested by the Agent Lender at any time to perfect, maintain, protect, protect and enforce Lender's security interest and other rights in the Agent's LiensCollateral and the priority thereof from time to time, including, without limitation: , (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as Lender shall require, all in form and substance satisfactory to the Agent; Lender, (ii) delivering to the Agent the originals of all instrumentsmaintaining a perpetual inventory and complete and accurate stock records, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (iv) when an Event of Default exists, and transferring Inventory to warehouses designated by the Agent; Lender, (viv) placing notations on the Borrower's and each Guarantor's books of account to disclose the AgentLender's security interest; interest therein and (viiv) delivering to the Agent Lender all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. To the extent permitted by applicable law, the Agent Lender may file, without the Borrower's or a Guarantor's signature, one or more financing statements disclosing the AgentLender's Lienssecurity interest under this Agreement. The Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) . If any Collateral or Guarantor Collateral is at any time in the possession possession, or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower shall notify the Agent thereof and shall notify or cause LDM Canada to notify such Person of the AgentLender's security interest in such Collateral or Guarantor Collateral and, upon the AgentLender's request, instruct such Person them to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is not owned by the Borrower or LDM Canada, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to obtain written waivers, in form and substance satisfactory to the Agent, 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 Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such GuarantorLender, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the AgentLender's security interest or the Agent's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as . Until the case may be, with respect to the Borrower or such Guarantor. So long as this Agreement is in effect and until all Obligations have been fully satisfiedsatisfied and. Lender's obligation to make further advances hereunder has terminated, Lender's security interest in the Agent's Liens Collateral shall continue in full force and effect in all Collateral, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)effect.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Borrower U.S. Borrowers shall, and shall cause each Guarantor to, at Borrower's their expense, perform all steps reasonably requested by the Agent Lender at any time to perfect, maintain, protect, and enforce its Liens in the Agent's Liens, Collateral including, without limitation: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the AgentLender; (ii) delivering to the Agent Lender the original certificates of title for all motor vehicles of the U.S. Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent Lender determines it should have physical possession in order to perfect and protect the AgentLender's security interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iiiiv) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower's and each Guarantor's books of account to disclose the Agent's security interest; (vii) delivering to the Agent Lender all letters of credit on which the any U.S. Borrower or LDM Canada is named beneficiary; (vi) the filing and recordation with the U.S. Surface Transportation Board of this Agreement (or a memorandum thereof) and any other agreement under which any Person other than the Borrowers shall use any Rolling Stock; and (viiivii) taking such other steps as are deemed necessary or desirable by the Agent Lender to maintain and protect the Agent's its Liens. To the extent permitted by applicable law, the Agent Lender may file, without the any Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's its Liens. The Each U.S. 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any agent of any of the Borrower's or LDM Canada's agents or processorsU.S. Borrowers, then the such Borrower shall notify the Agent Lender thereof and shall notify or cause LDM Canada to notify such Person of the AgentLender's security interest in such Collateral or Guarantor Collateral and, upon the AgentLender's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time significant operations of any Collateral of the U.S. Borrower's business is operated on or Guarantor any significant Collateral is located on any operating facility of the Borrower or each Guarantor which is premises that are not owned by the Borrower or LDM Canadaa U.S. Borrower, then the such Borrower shallshall use Good Faith efforts to obtain, at the request of the AgentLender, obtain or cause LDM Canada to obtain written waivers, attornment agreements in form and substance satisfactory to the Agent, of all present and future Liens to which Lender with the owner or lessor of such premises may be entitled to assert against the Collateralpremises.
(c) From time to time, the each U.S. Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, Lender the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or but any such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the AgentLender's security interest or the AgentLender's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. So long as this Agreement the Working Capital Commitment is in effect and until all or any of the Obligations have been fully satisfiedremain outstanding, the AgentLender's Liens shall continue in full force and effect in all Collateral, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
Appears in 1 contract
Sources: Loan and Security Agreement (Emons Transportation Group Inc)
Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor to, at Borrower's its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent's Liens, Security Interest in the Collateral including, without limitation: (ia) executing, delivering and/or filing executing and recording of the Intellectual Property Security Agreement, the Pledge Agreement Patent and the Guarantor Collateral Documents Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, relating to the Collateral in form and substance satisfactory to the AgentLender; (iib) delivering to the Agent Lender, upon Lender's request therefor, the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (ivd) when after an Event of Default existsthat is continuing, causing notations to be placed on 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 Borrower is a named beneficiary; (f) after an Event of Default that is continuing transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower's and each Guarantor's books of account to disclose the Agent's security interest; (vii) delivering to the Agent all letters of credit on which the Borrower or LDM Canada is named beneficiaryLender; and (viiig) taking such other steps as are deemed necessary or desirable 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 the Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's LiensSecurity Interest. 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processorsprocessors of Borrower, then the Borrower shall notify the Agent Lender thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest Security Interest in such Collateral or Guarantor Collateral and, upon the AgentLender's requestrequest following an Event of Default that is continuing, instruct such Person to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is premises that are not owned by the Borrower or LDM CanadaBorrower, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to shall obtain written waivers, in form and substance reasonably satisfactory to the AgentLender, 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 Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute cause to be executed and deliver delivered confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, Lender the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest or the Agent's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such GuarantorSecurity 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). Upon termination of this Agreement and payment of all Obligations, the Lender shall release all Security Interests held by the Lender.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor to, at Borrower's its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent's Liens, Security Interest including, without limitation: (ia) executing, delivering and/or filing executing and recording of the Intellectual Property Security Agreement, the Pledge Agreement Patent and the Guarantor Collateral Documents Trademark Assignment and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the AgentLender; (iib) delivering to the Agent Lender the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent 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; (ivd) when after an Event of Default existsand during the continuation thereof, transferring Inventory to warehouses designated by the AgentLender; (ve) placing notations on the Borrower's and each Guarantor's books of account to disclose the Agent's security interestSecurity Interest; (viif) executing and delivering to the Lender a security agreement relating to the Reversions in form and substance reasonably satisfactory to the Lender; (g) delivering to the Agent Lender all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viiih) taking such other steps as are deemed necessary or desirable 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 the Borrower's or a Guarantor's signature, one or more financing statements disclosing the Agent's LiensSecurity Interest. 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 or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or LDM Canada's agents or processors, then the Borrower shall notify the Agent Lender thereof and shall notify or cause LDM Canada to notify such Person of the Agent's security interest Security Interest in such Collateral or Guarantor Collateral and, upon the AgentLender's requestrequest if an Event of Default has occurred and is continuing, instruct such Person to hold all such Collateral or Guarantor Collateral for the AgentLender's account subject to the AgentLender's instructions. If at any time any Collateral or Guarantor Collateral is located on any operating facility of the Borrower or each Guarantor which is not owned by the Borrower or LDM Canada, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to obtain written waivers, in form and substance satisfactory to the Agent, 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 Borrower shall, and shall cause each Guarantor to, upon the AgentLender's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Lenders, Lender the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor, but the Borrower's or such Guarantor's failure to do so shall not affect or limit the Agent's security interest Security Interest or the AgentLender's other rights in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the Borrower or such Guarantor. 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, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
Appears in 1 contract