Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Credit and Security Agreement
Perfection of Security Interest. Each Borrower Upon Lender's request, Grantor will deliver to Lender any and each Guarantor all of the documents evidencing or constituting the Collateral. When applicable law provides more than one method of perfection of Lender's security interest, Lender may choose the method(s) to be used. Upon Lender's request, Grantor will sign and deliver any writings necessary to perfect Lender's security interest. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. THIS IS A CONTINUING SECURITY AGREEMENT AND WILL CONTINUE IN EFFECT EVEN THOUGH ALL OR ANY PART OF THE INDEBTEDNESS IS PAID IN FULL AND EVEN THOUGH FOR A PERIOD OF TIME BORROWER MAY NOT BE INDEBTED TO LENDER. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take all any action that may be necessary Lender deems appropriate, including but not limited to discharging or desirablepaying all taxes, liens, security interests, encumbrances and other claims, at any time levied or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien placed on the Collateral or to enable Agent to protectand paying all costs for insuring, exercise or enforce its rights hereunder maintaining and in preserving the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, Collateral All such expenditures paid by Lender for such purposes will then bear interest at the Note rate from the date paid by Lender to the date of repayment by Grantor. To the extent reasonably requested permitted by the Required Lenders following the Closing Dateapplicable law, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by all such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming expenses will become a part of the Collateral in each case Indebtedness and, at Lender's option, will (A) be payable on demand, (B) be added to the extent in excess balance of $500,000the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy, (iv2) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion remaining term of the Note, or (3) be treated as a balloon payment which will be due and payable at the Note's maturity. The Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments also will secure payment of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Lawthese amounts. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto Such right shall be paid in addition to Agent for its benefit all other rights and for the ratable benefit of Lenders immediately remedies to which Lender may be entitled upon demandDefault.
Appears in 1 contract
Sources: Omnibus Addendum to Promissory Notes (Genitope Corp)
Perfection of Security Interest. (a) Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent may requestrequest in its Permitted Discretion, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest Lien in and Lien on the Collateral to the extent required by this Agreement or any Other Documents.
(b) Agent may, and each Loan Party hereby authorizes Agent to, at any time and from time to enable time file in accordance with Section 9-509 of the UCC, financing statements and amendments thereto that describe the Collateral as “all assets” or similar language of the applicable Loan Party and which contain any other information required by the UCC for the sufficiency or filing office acceptance of any financing statements, continuation statements or amendments. Each Loan Party agrees to furnish any such information to Agent promptly upon request.
(c) Each Loan Party shall, at any time and from time to protecttime, exercise or enforce take such steps as Agent may request in its rights hereunder Permitted Discretion to (i) obtain an acknowledgment, in form and in substance reasonably satisfactory to Agent, of any bailee having possession of any of the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrancesstating that the bailee holds such Collateral for Agent, (ii) obtainingobtain “control” of any letter-of-credit rights, deposit accounts (other than Restricted Accounts) or electronic chattel paper (as such terms are defined in the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), with any agreements establishing control to the extent be in form and substance reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedsatisfactory to Agent, (iii) delivering obtain Collateral Access Agreements with respect to Agent, endorsed or accompanied by such instruments of assignment as Agent may specifythird party Collateral locations, and stamping or marking, (iv) otherwise insure the continued perfection and priority of Agent’s Liens in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral for the benefit of Lenders and of its rights therein. If any Loan Party shall at any time, acquire a “commercial tort claim” (as such term is defined in each case to the extent UCC) in excess of $500,000250,000, such Loan Party shall promptly notify Agent thereof in writing (ivwhich notice shall be deemed to be an update of Schedule 5.8(b)), therein providing a reasonable description and summary thereof, and upon delivery thereof to Agent, such Loan Party shall be deemed to thereby have granted to Agent, for the ratable benefit of each Secured Party (and each Loan Party hereby grants to Agent, for the ratable benefit of each Secured Party) entering intoa Lien in and to each such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement to secure the extent reasonably requested prompt payment and performance of all of the Obligations.
(d) Each Loan Party hereby confirms and ratifies all UCC financing statements filed by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion such Loan Party on or prior to the date of the Collateral is located , and Agreement.
(ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately promptly upon demand.
Appears in 1 contract
Sources: Loan and Security Agreement (American Outdoor Brands, Inc.)
Perfection of Security Interest. Each Borrower Execute and each Guarantor shall take deliver to the Lender such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Lender may reasonably request) and do all action that such other things as the Lender may be necessary reasonably deem necessary, appropriate or desirable, or that Agent may request, so as at all times convenient (i) to maintain assure to the validity, perfection, enforceability Lender the effectiveness and priority of Agent’s its security interest interests hereunder, including (A) such instruments as the Lender may from time to time reasonably request in order to perfect and Lien on maintain the Collateral or security interests granted hereunder in accordance with the UCC and (B) entering into lockbox arrangements with the Lender with respect to enable Agent its collection of Accounts pursuant to protect, exercise or enforce its rights hereunder documentation reasonably satisfactory to the Lender and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrancesaccordance with any applicable state or federal law, (ii) obtainingto consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Lender of its rights and interests hereunder. To that end, the Grantor authorizes the Lender to file one or more financing statements (with collateral description broader and/or less specific than the description of the Collateral contained herein, such as "all assets" or "all personal property") disclosing the Lender's security interest in any or all of the Collateral of the Grantor without the Grantor's signature thereon, and further the Grantor also hereby irrevocably makes, constitutes and appoints the Lender, its nominee or any other Person whom the Lender may designate, as the Grantor's attorney-in-fact with full power and for the limited purpose to sign in the name of the Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Lender's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Lender without notice thereof to the extent Grantor wherever the Lender may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of the Grantor or any part thereof, or to any of the Secured Obligations, the Grantor agrees to execute and deliver all such instruments and to do all such other things as the Lender in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Lender under the law of such other jurisdiction (and, if the Grantor shall fail to do so promptly upon the request of the Lender, then the Lender may execute any and all such requested by documents on behalf of the Required Lenders following Grantor pursuant to the Closing Datepower of attorney granted hereinabove). If any Collateral is in the possession or control of the Grantor's agents and the Lender so requests, Lien Waiver Agreements the Grantor agrees to notify such agents in writing of the Lender's security interest therein and, upon the Lender's request, instruct them to hold all such Collateral for Borrowers’ chief executive offices, locations where the account of the holders of the Secured Obligations and subject to the Lender's instructions. Each Grantor agrees to maintain its books and records regarding to reflect the Collateral are kept or other business locations of Borrowers at which a material portion security interest of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, Lender in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandCollateral.
Appears in 1 contract
Perfection of Security Interest. Each Borrower In furtherance of the grant of the pledge and security interest pursuant to Section 2(a) above, Pledgor hereby agrees with Lender as follows:
(i) If the Pledged Interest is not currently represented or evidenced by certificates or Instruments, Pledgor shall, upon the execution of this Agreement (A) cause the Mortgagor to create a registration book for the registration of all ownership interests in Mortgagor and cause Mortgagor to register in such book Pledgor’s pledge of the Pledged Interest to Lender together with the notation that all distributions are to be disbursed to Lender as required under this Agreement, and (B) cause the Mortgagor to agree to comply with any and all unilateral directions and other Instructions from Lender concerning such Pledged Interest given in accordance with this Agreement, without any further consent of (or regardless of contrary instructions of) Pledgor or any other person.
(ii) Concurrently with the execution and delivery of this Agreement, Pledgor is delivering to Lender an assignment of membership interest in blank (the “Assignment of Interest”), in the form set forth on Exhibit A hereto, for the Pledged Interest, transferring all of the Pledged Interest in blank, duly executed by Pledgor and undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default pursuant to Section 6(a) below, to transfer to, and to designate on the Assignment of Interest, any Person to whom the Pledged Interest is sold in accordance with the provisions hereof.
(iii) To the extent the Pledged Interest hereafter is represented or evidenced by certificates, Instruments or other writings (other than the Operating Agreement) whether in bearer or registered form, Pledgor shall within three (3) days of receipt of any such certificates, Instruments or other writings (A) deliver to Lender such certificates, Instruments or other writings, as applicable and (B) deliver to Lender all necessary powers, instruments of transfer or assignment, each Guarantor undated and duly executed in blank.
(iv) Regardless of whether the Collateral is represented or evidenced by certificates, Instruments or other writings, Pledgor shall take do all action that may be other acts and deliver such other documents, and cause Mortgagor to do the same, as Lender reasonably deems necessary or desirable, desirable (or that Agent may request, so as at all times to maintain are otherwise required by the validity, laws of the jurisdiction governing perfection, enforceability and the effect of perfection or nonperfection or the priority of AgentLender’s security interest) in order to perfect such security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any In furtherance of the foregoing, and any local taxes relating thereto Pledgor hereby authorizes Lender to file such UCC financing statements against Pledgor as Lender shall be paid deem necessary or desirable containing a description of the Collateral pledged by Pledgor sufficient to Agent for its benefit and for satisfy the ratable benefit requirements of Lenders immediately upon demandArticle 9 of the UCC (the “UCC Financing Statements”).
Appears in 1 contract
Sources: Senior Mezzanine Pledge and Security Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately promptly discharging all Liens upon such Borrower’s knowledge thereof other than Permitted Encumbrances, (ii) obtaining, using commercially reasonable efforts to the extent reasonably requested by the Required Lenders following the Closing Date, obtain Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedAgreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may reasonably specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien in the Collateral under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth hereinherein but upon request of the Borrowing Agent, including without limitation a description of collateral as “all assets’ and/or “all personal property” Agent shall amend any such financing statement to reflect the exclusion of any Borrowerasset constituting Excluded Collateral or disposed of in a transaction permitted hereby). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Valuevision Media Inc)
Perfection of Security Interest. (a) Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent may requestrequest in its Permitted Discretion, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest Lien in and Lien on the Collateral to the extent required by this Agreement or any Other Documents.
(b) Agent may, and each Loan Party hereby authorizes Agent to, at any time and from time to enable time file in accordance with Section 9-509 of the UCC and with the PPSA, financing statements and amendments thereto that describe the Collateral as “all assets” or similar language of the applicable Loan Party and which contain any other information required by the UCC or the PPSA (as applicable) for the sufficiency or filing office acceptance of any financing statements, continuation statements or amendments. Each Loan Party agrees to furnish any such information to Agent promptly upon request.
(c) Each Loan Party shall, at any time and from time to protecttime, exercise or enforce take such commercially reasonable steps as Agent may request in its rights hereunder Permitted Discretion to (i) obtain an acknowledgment, in form and in substance reasonably satisfactory to Agent, of any bailee having possession of any of the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrancesstating that the bailee holds such Collateral for Agent, (ii) obtainingobtain “control” of any letter-of-credit rights, deposit accounts (other than Restricted Accounts) or electronic chattel paper (as such terms are defined in the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), and any investment property, securities entitlements, securities accounts, futures contracts, future accounts (as such terms are defined in the PPSA or the Securities Transfer Act (British Columbia), as applicable, with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), in each case, with any agreements establishing control to be in form and substance reasonably satisfactory to Agent, and (iii) otherwise insure the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books continued perfection and records regarding the Collateral are kept or other business locations priority of Borrowers at which a material portion Agent’s Liens in any of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part for the benefit of the Collateral Lenders and of its rights therein. If any Loan Party shall at any time, acquire a “commercial tort claim” (as such term is defined in each case to the extent UCC) in excess of $500,000250,000, such Loan Party shall promptly notify Agent thereof in writing (ivwhich notice shall be deemed to be an update of Schedule 5.8(b)), therein providing a reasonable description and summary thereof, and upon delivery thereof to Agent, such Loan Party shall be deemed to thereby have granted to Agent, for the ratable benefit of each Secured Party (and each Loan Party hereby grants to Agent, for the ratable benefit of each Secured Party) entering intoa Lien in and to each such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement to secure the extent reasonably requested prompt payment and performance of all of the Obligations.
(d) Each Loan Party hereby confirms and ratifies all UCC and PPSA financing statements filed by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion such Loan Party on or prior to the date of the Collateral is located , and Agreement.
(ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to the Borrowers’ Account as a Revolving Advance and added to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately promptly upon demand.
Appears in 1 contract
Perfection of Security Interest. Each Borrower On or before the date hereof (the “Closing Date”), Pledgor shall:
(a) deliver to Lender the Certificated Securities (substantially in the form attached hereto as Exhibit A) representing all of the Pledged Equity duly endorsed or subscribed in blank, or accompanied by stock powers or other appropriate instruments of transfer endorsed in blank by Pledgor and each Guarantor ‑‑enter into such other arrangements as Lender deems necessary or advisable to give control of any Investment Property to Lender within the meaning of Section 8-106 of the UCC, all of which shall be in form and content acceptable to Lender;
(b) in addition to the provisions of Section 1.3 (a) above, deliver to Lender an assignment of membership interest (the “Assignment of Interest”), substantially in the form attached hereto as Exhibit B, transferring all of the Pledged Equity in blank, duly executed by Pledgor and undated;
(c) cause the Property Owner to execute and deliver the Agreement and Acknowledge of Pledge substantially in the form attached hereto as Exhibit C (the “Property Owner Acknowledgement”); and
(d) promptly take all action other actions reasonably required or deemed advisable by Lender to perfect the security interest of Lender in the Collateral under applicable law, including, without limitation, filing UCC financing statements in favor of Lender relating to the Collateral. It is the intention of Pledgor and Lender that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material while any portion of the Collateral is locatedDebt remains unpaid, (iii) delivering the Pledged Equity shall constitute Investment Property, and, to Agentthat end, endorsed or accompanied by such instruments of assignment as Agent may specifyPledgor shall take, and stamping or markingshall cause the Property Owner to take, in all commercially reasonable action to obtain such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements classification pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandUCC.
Appears in 1 contract
Sources: Pledge and Security Agreement (KBS Strategic Opportunity REIT, Inc.)
Perfection of Security Interest. Each Borrower authorizes Bank to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrower of the kind pledged hereunder other than excluded assets as set forth on Exhibit B, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent Borrower, if applicable. Any such financing statements may be signed by Bank on behalf of Borrower, as provided in the Code, and may be filed at any time in any jurisdiction whether or not Revised Article 9 of the Code is then in effect in that jurisdiction. Borrower shall from time to protecttime endorse and deliver to Bank, exercise or enforce its rights hereunder at the request of Bank, all Negotiable Collateral and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfected Bank's security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall have possession of the Collateral, including, but not limited to, except where expressly otherwise provided in this Agreement or where possession of the Collateral by Bank is deemed necessary or desirable in order for Bank to maintain a first priority perfected security interest therein. Borrower shall use commercially reasonable efforts to take such steps as Bank reasonably requests for Bank (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, in possession of a third party bailee and has a standard cost (iiidetermined in accordance with GAAP) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of exceeding $500,000, (iv) entering intoto obtain an acknowledgment, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentBank, relating of the bailee that the bailee holds such Collateral for the benefit of Bank; provided that no such acknowledgment shall be required from any Person with respect to Inventory held at spare parts depots, Inventory in transit, Inventory held by any of Borrower's customers or potential customers which is in the creationprocess of sale acceptance, validityor Inventory temporarily located with any of Borrower's customers or potential customers for demonstration purposes; and (ii) to obtain "control" of any Collateral located in the United States consisting of investment property, perfectiondeposit accounts, maintenance letter-of-credit rights or continuation electronic chattel paper (as such items and the term "control" are defined in Revised Article 9 of Agent’s security interest and Lien under the Uniform Commercial Code Code) by causing the securities intermediary or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent depositary institution or issuing bank to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than Bank; provided that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto no such control agreement shall be paid required if such Collateral held by such securities intermediary, depositary institution or issuing bank does not exceed $1,000,000. Upon Bank's reasonable request, Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Agent for its benefit and for Bank indicating that Bank has a security interest in the ratable benefit of Lenders immediately upon demandchattel paper.
Appears in 1 contract
Perfection of Security Interest. (a) Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent may requestrequest in its Permitted Discretion, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest Lien in and Lien on the Collateral to the extent required by this Agreement or any Other Documents.
(b) Agent may, and each Loan Party hereby authorizes Agent to, at any time and from time to enable time file in accordance with Section 9-509 of the UCC, financing statements and amendments thereto that describe the Collateral as “all assets” or similar language of the applicable Loan Party and which contain any other information required by the UCC for the sufficiency or filing office acceptance of any financing statements, continuation statements or amendments. Each Loan Party agrees to furnish any such information to Agent promptly upon request.
(c) Each Loan Party shall, at any time and from time to protecttime, exercise or enforce take such steps as Agent may request in its rights hereunder Permitted Discretion to (15) obtain an acknowledgment, in form and in substance reasonably satisfactory to Agent, of any bailee having possession of any of the Collateral, including, but not limited tostating that the bailee holds such Collateral for Agent, (i16) immediately discharging all Liens obtain “control” of any letter-of-credit rights, deposit accounts (other than Permitted EncumbrancesRestricted Accounts) or electronic chattel paper (as such terms are defined in the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), (ii) obtaining, with any agreements establishing control to the extent be in form and substance reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedsatisfactory to Agent, (iii) delivering obtain Collateral Access Agreements with respect to Agent, endorsed or accompanied by such instruments of assignment as Agent may specifythird party Collateral locations, and stamping or marking, (iv) otherwise insure the continued perfection and priority of Agent’s Liens in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral for the benefit of Lenders and of its rights therein. If any Loan Party shall at any time, acquire a “commercial tort claim” (as such term is defined in each case to the extent UCC) in excess of $500,000250,000, such Loan Party shall promptly notify Agent thereof in writing (ivwhich notice shall be deemed to be an update of Schedule 5.8(b)), therein providing a reasonable description and summary thereof, and upon delivery thereof to Agent, such Loan Party shall be deemed to thereby have granted to Agent, for the ratable benefit of each Secured Party (and each Loan Party hereby grants to Agent, for the ratable benefit of each Secured Party) entering intoa Lien in and to each such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement to secure the extent reasonably requested prompt payment and performance of all of the Obligations.
(d) Each Loan Party hereby confirms and ratifies all UCC financing statements filed by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion such Loan Party on or prior to the date of the Collateral is located , and Agreement.
(ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately promptly upon demand.
Appears in 1 contract
Sources: Loan and Security Agreement (American Outdoor Brands, Inc.)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent in its discretion exercised in a commercially reasonable manner may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept obtaining landlords' or other business locations of Borrowers at which a material portion of the Collateral is locatedmortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. Agent is hereby authorized to file financing statements signed by Agent instead of Borrower in accordance with the Uniform Commercial Code as adopted in the State of Illinois from time to time. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, financing continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower)Agent. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrower's Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Badger Paper Mills Inc)
Perfection of Security Interest. Each Borrower The representations and warranties of this subsection 8.1(a)(i) shall survive the execution of this Agreement and be deemed to be repeated on each Guarantor date on which any item constituting Collateral is delivered as if made at and as of that time.
(A) Upon transfer of the Collateral in the manner specified in the Custodial Agreement and this Agreement and after the other actions described in the Custodial Agreement and this Agreement have been taken by the appropriate parties, the Secured Parties Representative for the benefit of the Secured Parties shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability have a perfected pledge of and priority of Agent’s security interest in such Collateral and Lien on all proceeds thereof (subject to Section 9-315 of the UCC), which security interest shall be prior to all other interests in such Collateral (subject to Permitted Liens) and shall be enforceable as such against creditors of the Borrower.
(B) The Borrower has caused or to enable Agent to protectwill cause, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following within ten days of the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral are kept or Granted to the Secured Parties Representative hereunder. The Borrower hereby authorizes the filing of such financing statements including a collateral description of "all personal property." No other business locations of Borrowers at which a material portion filings of the UCC financing statements or any other action other than those described herein and in the Custodial Agreement shall be necessary to perfect such security interest.
(C) The Borrower owns and has good and marketable title to the Collateral free and clear of any Lien, claim or encumbrance of any person, other than (a) the Global Lien and (b) Permitted Liens.
(D) The Borrower has received all consents and approvals required by the terms of each item of Collateral to the Granting of the security interest in the Collateral to the Secured Parties Representative.
(E) All Collateral has been credited to the Custodial Account or the Escrow Account.
(F) The Borrower will cause the Custodial Agreement to contain provisions under which the Custodian will agree to treat all account property (other than Cash or Money (as defined in the Custodial Agreement)) credited to the Custodial Account or the Escrow Account as "financial assets" within the meaning of the UCC.
(G) The Borrower has taken all steps necessary to cause the Custodian to identify in its records the Secured Parties Representative as the person having the security entitlement against the Custodian in the Custodial Account and the Escrow Account. Each of the Custodial Account and the Escrow Account is locatednot in the name of any person other than the Borrower or the Custodian. The Borrower has not consented for the Custodian to comply with entitlement orders of any person other than the Secured Parties Representative.
(H) Other than as permitted by the Credit Agreement or this Agreement, (iii) delivering to Agentthe Borrower has not pledged, endorsed assigned, sold, granted a security interest in, or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, otherwise conveyed any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to Collateral. The Borrower has not authorized the extent in excess filing of $500,000, (iv) entering into, to and is not aware of any financing statement against the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and Borrower other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering than any financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, statement relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant granted to the Uniform Commercial Code in form Secured Parties Representative under this Agreement. The Borrower is not aware of any judgment or tax lien filing against the Borrower.
(I) None of the representations and substance satisfactory to Agent (which statements warranties of this subsection 8.1(a)(i) may be waived if such waiver would have a description of collateral which Material Adverse Effect (as determined by the Borrower and the Administrative Agent) unless the Rating Agency Condition is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandsatisfied.
Appears in 1 contract
Sources: Pledge and Intercreditor Agreement (Tennenbaum Opportunities Partners V, LP)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s Lender's security interest in and Lien on the Collateral or to enable Agent Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to AgentLender, endorsed or accompanied by such instruments of assignment as Agent Lender may specify, and stamping or marking, in such manner as Agent Lender may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iviii) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Lender, and (viv) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating to the creation, validity, perfection, maintenance or continuation of Agent’s Lender's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Lender is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to signed by Lender instead of a Borrower in accordance with Section 9-402(2) of the Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower)New York. All charges, expenses and fees Agent Lender may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers' account as a Revolving Advance and added to the Obligations, or, at Lender's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders Lender immediately upon demand. In addition, Borrowers shall use their good faith efforts to obtain an agreement in writing from the owner and lessor of any real property leased by Borrowers in form and substance satisfactory to Lender acknowledging Lender's first priority security interest in the Inventory located on such premises, waiving security interests and claims by such person against the Inventory and permitting Lender access to, and the right to remain on, the premises so as to exercise Lender's rights and remedies and otherwise deal with the Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (E Com Ventures Inc)
Perfection of Security Interest. Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, using commercially reasonable efforts to the extent reasonably requested by the Required Lenders following the Closing Date, obtain Lien Waiver Agreements for Borrowers’ chief executive officesas Agent may reasonably request (it being understood that, locations where books and records regarding in each case, notwithstanding the Collateral are kept use of or other business failure to use commercially reasonable efforts to obtain any such Lien Waiver Agreements, the failure to so obtain any such Lien Waiver Agreement shall entitle the Agent to institute an appropriate rent reserve as determined in the Agent’s Permitted Discretion with respect to any such location (provided that the Loan Parties shall not be required to obtain Lien Waiver Agreements with respect to those locations of Borrowers the Loan Parties identified on Schedule 4.4 at which a material portion less than One Million and 00/100 Dollars ($1,000,000.00) of the Collateral is located; and provided further, however, that the aggregate amount of Collateral at locations for which a Lien Waiver Agreement has not been obtained shall not exceed Three Million and 00/100 Dollars ($3,000,000.00) in the aggregate at any time)), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox lockbox, customs and freight agreements, blocked account agreements and other custodial arrangements reasonably satisfactory to Agent and Agent, (v) to the Required Lenders fullest extent required under Applicable Law, ensuring that any applicable invoice or other documentary evidence with respect to locations at which any applicable Receivable contains a material portion of notice and direction to the Collateral is located applicable Customer in form and substance sufficient to cause the Agent’s first-priority security interest to be perfected against such Receivable, and (vvi) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code or other Applicable Law in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral Collateral as “all assets’ ” and/or “all personal property” of any BorrowerLoan Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Ampco Pittsburgh Corp)
Perfection of Security Interest. (a) Each Borrower and each Guarantor Issuer shall take all action that may be necessary or desirable, or that the Collateral Agent or the Required Noteholders may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of the Collateral Agent’s 's security interest in and Lien on the Pledged Collateral or to enable the Collateral Agent to protect, exercise or enforce its rights hereunder and in the Pledged Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted EncumbrancesCollateral Liens, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept obtaining landlords' or other business locations of Borrowers at which a material portion of the Collateral is locatedmortgagees' lien waivers, (iii) delivering to Agentthe Collateral Agent (to the extent required pursuant to Section 17.01), endorsed or accompanied by such valid instruments of assignment as Agent may specifyassignment, and stamping or marking, in such manner as Agent may specify, marking any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Pledged Collateral in each case with an appropriate reference to the extent in excess of $500,000fact that the Collateral Agent has a security interest therein, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox lockbox, bailee and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Noteholders, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agentthe Required Noteholders, relating to the creation, validity, perfection, maintenance or continuation of the Collateral Agent’s 's security interest and Lien in the Pledged Collateral (whether now owned or hereafter created or acquired) under the Uniform Commercial Code UCC or other Applicable Law. By its signature heretoapplicable law; provided, each Borrower hereby authorizes that, prior to the Discharge of the First Lien Obligations, the requirements for delivery of Pledged Collateral under this Section 17.02(a)shall be deemed to have been satisfied by delivery of such Pledged Collateral to the First Lien Collateral Agent.
(b) The Collateral Agent may (without any duty on the part of the Collateral Agent to do so) at any time and from time to time file against such Borroweror cause to be filed, one or more financingwithout the signature of any Issuer in accordance with Section 9-509 of the UCC, financing statements, continuation statements and amendments thereto that describe the Pledged Collateral as "all assets" of the applicable Issuer and which contain any other information required by the UCC for the sufficiency or amendment filing office acceptance of any financing statements, continuation statements pursuant or amendments. Each Issuer agrees to furnish any such information to the Uniform Commercial Code Collateral Agent promptly upon request.
(c) Each Issuer shall, at any time and from time to time, take such steps as the Collateral Agent or the Required Noteholders may reasonably request (i) to obtain an acknowledgment, in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth hereinthe Required Noteholders, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrowerbailee having possession of any of the Pledged Collateral, stating that the bailee holds such Pledged Collateral for the Collateral Agent, (ii) to obtain "control" of any letter-of-credit rights, deposit accounts, securities accounts, commodity accounts or electronic chattel paper (as such terms are defined in the UCC with corresponding provisions thereof defining what constitutes "control" for such items of Pledged Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to the Required Noteholders (subject to the rights of the First Lien Collateral Agent), and (iii) otherwise to insure the continued perfection and priority of the Collateral Agent's security interest in any of the Pledged Collateral for the benefit of the Noteholders and of its rights therein. If any Issuer shall at any time, acquire a "commercial tort claim" (as such term is defined in the UCC) in excess of $500,000, such Issuer shall promptly notify the Collateral Agent thereof in writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to the Collateral Agent, such Issuer shall be deemed to thereby grant to the Collateral Agent for the benefit of the Noteholders (and each Issuer hereby grants to the Collateral Agent, for the benefit of each Noteholder) a security interest and lien in and to such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement; provided, however, that Issuers shall not be required to notify the Collateral Agent with respect to commercial tort claims in existence at the Closing Time of less than $1,000,000 until thirty (30) days after the Closing Time.
(d) Each Issuer hereby confirms and ratifies all UCC financing statements naming the Collateral Agent as secured party with respect to such Issuer on or prior to the date of this Agreement.
(e) All reasonable charges, expenses and fees the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to the Issuers and added to the Obligations, and shall be paid by the Company to the Collateral Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
(f) To the extent effective under applicable law, each Issuer hereby further authorizes the Collateral Agent (without any duty on the part of the Collateral Agent to do so) to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, short form security agreements, or other documents in form and substance acceptable to the Required Noteholders for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Issuer hereunder, without the signature of such Issuer, and naming such Issuer, as debtor, and the Collateral Agent, as secured party.
Appears in 1 contract
Sources: Purchase and Security Agreement (Brown Jordan International Inc)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately promptly discharging all Liens upon such Borrower’s knowledge thereof other than Permitted Encumbrances, (ii) obtaining, using commercially reasonable efforts to the extent reasonably requested by the Required Lenders following the Closing Date, obtain Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedAgreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may reasonably specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien in the Collateral under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth hereinherein but upon request of the Borrowing Agent, including without limitation a description of collateral as “all assets’ and/or “all personal property” Agent shall amend any such financing statement to reflect the exclusion of any Borrowerasset constituting Excluded Collateral or disposed of in a transaction permitted hereby). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Term Loan Credit and Security Agreement (EVINE Live Inc.)
Perfection of Security Interest. Each Borrower (a) The Issuer hereby represents and each Guarantor shall take warrants, as of the closing date, that:
(i) this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee on behalf of the Holders of the Notes including the Series 2001-2 Noteholders, which security interest is prior to all action that may be necessary other liens, and is enforceable as such as against creditors of and purchasers from the Issuer;
(ii) the Receivables constitutes "accounts" within the meaning of the applicable UCC;
(iii) the Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or desirableencumbrance of any Person;
(iv) the Issuer has caused or will have caused, or that Agent may requestwithin ten days, so as at the filing of all times appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to maintain perfect the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, Receivables granted to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion Indenture Trustee on behalf of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part Holders of the Collateral in each case to Notes including the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and Series 2001-2 Noteholders hereunder;
(v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating other than the security interest granted to the creationIndenture Trustee, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to this Agreement, the Uniform Commercial Code in form Issuer has not pledged, assigned, sold, granted a security 32 36 interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and substance satisfactory to Agent (which is not aware of any financing statements may have against the Issuer that include a description of collateral which covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” not aware of any Borrower). All charges, expenses and fees Agent judgment or tax lien filings against the Issuer.
(b) The Indenture Trustee may incur in doing not waive a breach of any of the foregoingforegoing representations unless prior to such waiver (1) it has notified Standard & Poor's Rating Service ("S&P") of its intention to waive such breach and S&P has informed the Indenture Trustee, and any local taxes relating thereto shall be paid the Indenture Trustee has informed the Series 2001-2 Noteholders, as to Agent for its benefit whether such waiver will result in a downgrade of the Series 2001-2 Notes and for (2) the ratable benefit Indenture Trustee has subsequently received the unanimous consent of Lenders immediately upon demandthe Series 2001-2 Noteholders to such waiver.
Appears in 1 contract
Perfection of Security Interest. Each Borrower authorizes Lender --------------------------------- to file at any time financing statements, continuation statements, and each Guarantor shall take amendments thereto that describe the Collateral and to describe the Collateral as all action that assets of Borrower of the kind pledged hereunder and which contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower, if applicable. Any such financing statements may be necessary filed at any time in any jurisdiction whether or desirablenot Revised Article 9 of the Code is then in effect in that jurisdiction. Borrower shall from time to time execute and deliver to Lender, or at the request of Lender, all Collateral and other documents that Agent Lender may reasonably request, so as at in form reasonably satisfactory to Lender, to perfect and continue perfected Lender's security interests in the Collateral and in order to fully consummate all times of the transactions contemplated under the Loan Documents. Borrower shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where Lender chooses to maintain the validity, perfection, enforceability and priority of Agent’s perfect its security interest in and Lien on instruments, investment property or other similar Collateral by possession in addition to the filing of a financing statement. Where Collateral or is in possession of a third party bailee, Borrower shall take such steps as Lender reasonably requests for Lender to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrancesobtain an acknowledgment, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating of the bailee that the bailee holds such Collateral for the benefit of Lender, (ii) obtain "control" of any Collateral consisting of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and the term "control" are defined in Revised Article 9 of the Code) by causing the securities intermediary or depositary institution or issuing bank to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements may have Lender. Borrower will not create any chattel paper without placing a description of collateral which is broader than legend on the chattel paper acceptable to Lender indicating that set forth herein, including without limitation Lender has a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur security interest in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandchattel paper.
Appears in 1 contract
Sources: Loan and Security Agreement (Citadel Security Software Inc)
Perfection of Security Interest. Each Borrower (a) Pledgor shall make the appropriate notation in Pledgor’s books and records indicating that the Collateral is subject to the security interest granted pursuant to this Pledge Agreement. By execution of its acknowledgment, consent and agreement at the end of this Pledge Agreement, Pledgor hereby (i) consents to the security interest granted to Lender in the Collateral pursuant to this Pledge Agreement, and (ii) agrees to comply with any “instructions” (as defined in Section 8102(a)(12) of the UCC) with respect to the Collateral, including instructions regarding the transfer, redemption or other disposition of such Collateral and other Collateral or the proceeds of such Collateral, including any distributions with respect to such Collateral.
(b) Upon the written request of Lender, Pledgor will take any and all additional actions required to perfect the security interest of Lender in each Guarantor and every item of Collateral. Without limiting the foregoing, upon written request of Lender, Pledgor shall cause the Pledged Interests and/or the Additional Interests to be represented by certificates or instruments in form and substance acceptable to Lender (the “Certificates”) and the Certificates to be delivered to and held by or on behalf of Lender as Collateral pursuant to this Pledge Agreement simultaneously with the execution hereof. Lender shall have the right, at any time in its discretion, (i) to exchange the Certificates or any other instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations and (ii) to register the Collateral in the name of Lender or its nominee. If any or all of the Collateral is an uncertificated security then, Pledgor will take all actions required by Lender, in its sole discretion, to register such security in the name of Lender and/or cause Pledgor to agree in writing that Pledgor will comply with the instructions from Lender without further consent of Pledgor.
(c) Pledgor hereby irrevocably authorizes Lender to prepare, execute at any time and from time to time to file in any relevant jurisdiction any financing statements, and any restatements, extensions, continuations, renewals or amendments thereof, in such form as Lender may require to perfect or continue the perfection of the security interest and liens created pursuant to this Pledge Agreement. Such financing statements may be described as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired or arising, and all proceeds and products thereof” or words to that effect. Lender shall pay all reasonable expenses incident to the preparation, execution, filing and/or recording of any of the foregoing. With respect to any of the Collateral in which a security interest is not perfected by the filing of a financing statement, Pledgor consents and agrees to undertake, and to cooperate fully with Lender to perfect the security interest hereby granted to Lender in the Collateral. Pledgor agrees to provide all necessary information related to such filings to Lender promptly upon request by the Lender.
(d) Immediately upon its acquisition (directly or indirectly) of any and all new or additional Collateral, Pledgor will (i) notify Lender of the acquisition of such Collateral, (ii) take all steps required to pledge such Collateral under this Pledge Agreement, and (iii) take all actions required to perfect the security interest of Lender in such Collateral. If delivery of such new or additional Collateral is required under the prior sentence, then prior to such delivery, Pledgor agrees that all such Collateral will be held separate and apart from its other property and in express trust for Lender.
(e) Pledgor will not take any actions or fail to perform any of its duties or obligations under this Pledge Agreement so that after giving effect to such action or inaction Lender will then, or with the passage of time, cease to have a perfected first priority security interest in any of the Collateral. Pledgor agrees that from time to time, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, including but not limited to any and all of the actions specified above in this Section that may be necessary or desirable, or that Agent Lender may request, so as at all times in order to maintain the validity, perfection, enforceability perfect and priority of Agent’s protect any security interest in and Lien on the Collateral granted or purported to be granted under this Pledge Agreement or to enable Agent Lender to protect, exercise or and enforce its rights hereunder and in remedies under this Pledge Agreement with respect to any of the Collateral.
(f) Pledgor acknowledges and agrees that Pledgor has not “opted in” to Article 8 of the UCC with respect to the Pledged Interests.
(g) Pledgor will not, including, but and Pledgor will not limited permit Pledgor to, (i) immediately discharging all Liens other than Permitted Encumbranceschange the location of its chief executive office or principal place of business, (ii) obtainingchange its name, to the extent reasonably requested by the Required Lenders following the Closing Dateidentity, Lien Waiver Agreements for Borrowers’ chief executive officesor structure, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien reorganize under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description Laws of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandanother jurisdiction.
Appears in 1 contract
Sources: Pledge and Security Agreement (Smart for Life, Inc.)
Perfection of Security Interest. Each Borrower authorizes Lender to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrower of the kind pledged hereunder, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent Borrower, if applicable. Any such financing statements may be signed by Lender on behalf of Borrower, as provided in the Code, and may be filed at any time in any jurisdiction whether or not Revised Article 9 of the Code is then in effect in that jurisdiction. Borrower shall from time to protecttime endorse and deliver to Lender, exercise or enforce its rights hereunder at the request of Lender, all Negotiable Collateral and other documents that Lender may reasonably request, in form satisfactory to Lender, to perfect and continue perfected Lender’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall have possession of the Collateral, includingexcept where expressly otherwise provided in this Agreement or where Lender chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, but not limited to, Borrower shall take such steps as Lender reasonably requests for Lender to (i) immediately discharging all Liens other than Permitted Encumbrancesobtain an acknowledgment, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating of the bailee that the bailee holds such Collateral for the benefit of Lender, (ii) obtain “control” of any Collateral consisting of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Revised Article 9 of the Code) by causing the securities intermediary or depositary institution or issuing Lender to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements Lender. Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Lender indicating that Lender has a security interest in the chattel paper. Borrower from time to time may have a description deposit with Lender specific cash collateral to secure specific Obligations; Borrower authorizes Lender to hold such specific balances in pledge and to decline to honor any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of collateral which is broader than that set forth herein, including without limitation a description of collateral such balances for so long as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandspecific Obligations are outstanding.
Appears in 1 contract
Sources: Term Loan and Security Agreement (Irvine Sensors Corp/De/)
Perfection of Security Interest. Each Borrower (a) The security interest granted to the Collateral Agent (for the benefit of the Senior Secured Parties) pursuant to this Agreement in the Collateral constitutes a valid first-priority lien in the Collateral subject, with respect to any proceeds, to the limitations set forth in Section 9-315 of the UCC. The security interest granted to the Collateral Agent (for the benefit of the Senior Secured Parties) pursuant to this Agreement in the Collateral will be perfected (i) with respect to any property that can solely be perfected by filing, to the extent Article 9 of the UCC applies thereto, upon the filing of UCC financing statements in the filing offices identified on Exhibit C and (ii) with respect to any property that can be perfected by possession, upon the Collateral Agent receiving possession thereof, and in each Guarantor shall take case such security interest will be, as to Collateral perfected under the UCC, superior and prior to the rights of all action that may be necessary third Persons now existing or desirablehereafter arising whether by way of mortgage, Lien, security interests, encumbrance, assignment or that Agent may requestotherwise, so as at all times subject to maintain Permitted Liens.
(b) Except to the validity, extent possession of portions of such Collateral is required for perfection, enforceability after giving effect to the filings, registrations and priority giving of notice referred to in this section, all such action as is necessary has been taken (or will be taken prior to the date of the first Borrowing Notice) to establish and perfect the Collateral Agent’s rights in and to such Collateral to the extent the Collateral Agent’s security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. Subject to the requirements contained in the UCC with respect to the filing of continuation statements, as of the date hereof, no filing, recording, re-filing or re-recording other than those listed on Exhibit C is necessary to perfect and Lien on maintain the perfection of the security interests granted to the Collateral or Agent (for the benefit of the Senior Secured Parties) pursuant to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtainingthis Agreement, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest can be perfected by filing, and Lien under the Uniform Commercial Code all such filings have been made (or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant will be made prior to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description date of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrowerthe first Borrowing Notice). All charges, expenses and fees Agent may incur in doing any such Collateral that requires perfection of the foregoing, Lien and any local taxes relating thereto shall security interest described above by possession has been (or will be paid contemporaneously with the execution of this Agreement) delivered to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandCollateral Agent.
Appears in 1 contract
Sources: Pledge and Security Agreement (First United Ethanol LLC)
Perfection of Security Interest. Each Borrower and each Guarantor The Company shall take all action actions during the Security Term that may be necessary or desirable, or that Agent OOGEDT may reasonably request, so as at all times to maintain the validityvalidity , perfectionperfection , enforceability and priority of Agent’s the OOGEDT's first and prior security interest in and Lien on the Collateral or to enable Agent the OOGEDT to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited toincluding without limitation (A) the preparation and filing of all financing statements (including any continuation or amendment statements), (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iiiB) delivering to Agent, endorsed the OOGEDT (or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, its designee) any and all instruments, tangible chattel paper, instruments, letters of credits and advices thereof and documents evidencing certificated securities or forming a part of the other Collateral in each case which a security interest may be perfected by possession as set forth in the Texas UCC, (C) granting OOGEDT (or its designee) "control" (as defined in the Texas UCC) over any and all investment property, deposit accounts, securities accounts, (D) filing security agreements and other notices with the United States Patent and Trademark Office and any other government agency in connection with the perfection of security interests in intellectual property Collateral and (E) using commercially reasonable efforts to obtain any and all consents or approvals from any applicable third parties. The OOGEDT (or its designee) is hereby authorized to file financing statements without signature in accordance with the Texas UCC or the Uniform Commercial Code of any other jurisdiction from time to time and by its signature hereto, the Company hereby authorizes the OOGEDT to file against the Company, one or more financing statements (including any continuation or amendment statements) pursuant to the extent in excess Texas UCC or the Uniform Commercial Code of $500,000, (iv) entering into, any other jurisdiction from time to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case time in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent OOGEDT (which statements may have a description of collateral which is broader than that set forth hereinherein provided that, including without limitation a in the event of conflict, the description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto Collateral set forth herein shall be paid controlling as to Agent for its benefit the property or assets in which the OOGEDT has been granted a security interest and for the ratable benefit of Lenders immediately upon demandLien).
Appears in 1 contract
Sources: Texas Emerging Technology Fund Award and Security Agreement (Ideal Power Inc.)
Perfection of Security Interest. Each Borrower (a) The Issuer hereby represents and each Guarantor shall take warrants, as of the closing date, that:
(i) this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee on behalf of the Holders of the Notes including the Series 2002-3 Noteholders, which security interest is prior to all action that may be necessary other liens, and is enforceable as such as against creditors of and purchasers from the Issuer;
(ii) the Receivables constitute "accounts" within the meaning of the applicable UCC;
(iii) the Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or desirableencumbrance of any Person;
(iv) the Issuer has caused or will have caused, or that Agent may requestwithin ten days, so as at the filing of all times appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to maintain perfect the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, Receivables granted to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion Indenture Trustee on behalf of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part Holders of the Collateral in each case to Notes including the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and Series 2002-3 Noteholders hereunder;
(v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating other than the security interest granted to the creationIndenture Trustee, validitypursuant to this Agreement, perfectionthe Issuer has not pledged, maintenance or continuation of Agent’s assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and Lien under is not aware of any financing statements against the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have Issuer that include a description of collateral which covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” not aware of any Borrower). All charges, expenses and fees Agent judgment or tax lien filings against the Issuer.
(b) The Indenture Trustee may incur in doing not waive a breach of any of the foregoingforegoing representations unless prior to such waiver (1) it has notified Standard & Poor's Rating Service ("S&P") of its intention to waive such breach and S&P has informed the Indenture Trustee, and any local taxes relating thereto shall be paid the Indenture Trustee has informed the Series 2002-3 Noteholders, as to Agent for its benefit whether such waiver will result in a downgrade of the Series 2002-3 Notes and for (2) the ratable benefit Indenture Trustee has subsequently received the unanimous consent of Lenders immediately upon demandthe Series 2002-3 Noteholders to such waiver.
Appears in 1 contract
Sources: Indenture Supplement (Household Private Label Credit Card Master Note Trust I)
Perfection of Security Interest. (a) Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept obtaining landlords' or other business locations of Borrowers at which a material portion of the Collateral is locatedmortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox lockbox, bailee and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien in the Collateral (whether now existing or hereafter created or acquired) under the Uniform Commercial Code UCC or other Applicable Law. By its applicable law.
(b) The Agent may at any time and from time to time file, without the signature heretoof any Loan Party in accordance with Section 9-509 of the UCC, each Borrower hereby authorizes Agent to file against such Borrower, one or more financingfinancing statements, continuation statements and amendments thereto that describe the Collateral as "all assets" of the applicable Loan Party and which contain any other information required by the UCC for the sufficiency or amendment filing office acceptance of any financing statements, continuation statements pursuant or amendments. Each Loan Party agrees to the Uniform Commercial Code furnish any such information to Agent promptly upon request.
(c) Each Loan Party shall, at any time and from time to time, take such steps as Agent may reasonably request (i) to obtain an acknowledgment, in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth hereinAgent, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrowerbailee having possession of any of the Collateral, stating that the bailee holds such Collateral for Agent, (ii) to obtain "control" of any letter-of-credit rights, deposit accounts, securities accounts, commodities accounts or electronic chattel paper (as such terms are defined in the UCC with corresponding provisions thereof defining what constitutes "control" for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to Agent, and (iii) otherwise to insure the continued perfection and priority of Agent's security interest in any of the Collateral for the benefit of the Lenders and of its rights therein. If any Loan Party shall at any time, acquire a "commercial tort claim" (as such term is defined in the UCC) in excess of $500,000, such Loan Party shall promptly notify Agent thereof in writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to Agent, such Loan Party shall be deemed to thereby grant to Agent for the benefit of the Lenders (and each Loan Party hereby grants to Agent, for the benefit of each Lender) a security interest and lien in and to such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement; provided, however, that Loan Parties shall not be required to notify Agent with respect to commercial tort claims in existence on the Closing Date of less than $1,000,000 until thirty (30) days after the Closing Date.
(d) Each Loan Party hereby confirms and ratifies all UCC financing statements filed by Agent with respect to such Loan Party on or prior to the date of this Agreement.
(e) All reasonable charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers' Account as a Revolving Advance and added to the Obligations, or, at Agent's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
(f) In the event of a conflict between this Agreement and the Intercreditor Agreement referenced in clause (i) of the definition of Intercreditor Agreement set forth herein, the terms of the Intercreditor Agreement shall control as between the Agent and the Lenders, on the one hand, and the Senior Secured Agent and the lenders under the Senior Secured Documentation, on the other hand; provided, however, that the foregoing shall not create rights in or be enforceable by any Person other than the Agent, the Lenders, the Senior Secured Agent and the lenders under the Senior Secured Documentation.
Appears in 1 contract
Sources: Loan and Security Agreement (Brown Jordan International Inc)
Perfection of Security Interest. Each Borrower authorizes Lender to file at any time financing statements, and each Guarantor shall take continuation statements and amendments thereto, that (a) describe the Collateral as “all action that personal property of debtor” or “all assets of debtor” or words of similar effect, (b) describe the Collateral as being of equal or lesser scope or with greater detail, and (c) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower, if applicable. Any such financing statements may be necessary signed by Lender on behalf of Borrower, as provided in the Code, and may be filed at any time in any jurisdiction whether or desirablenot Article 9 of the Code is then in effect in that jurisdiction. Borrower shall from time to time promptly endorse and deliver to Lender, or at the request of Lender, all Negotiable Collateral and other documents that Agent Lender may reasonably request, so in form reasonably satisfactory to Lender, to perfect and continue to perfect Lender’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall have possession of the respective Collateral, except where expressly otherwise provided in this Agreement or where Lender chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, consignee, warehouseman, freight forwarder, customs broker or other Person, Borrower shall immediately notify Lender of such possession and take such steps as at all times Lender reasonably requests for Lender to maintain (i) obtain a Collateral Access Agreement from such Person for the validitybenefit of Lender, perfectionand (ii) obtain “control” of any Collateral consisting of investment property, enforceability deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and priority the term “control” are defined in Article 9 of Agent’s the Code). Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Lender indicating that Lender has a security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits . Borrower from time to time may deposit with Lender specific cash collateral to secure specific Obligations and advices thereof Borrower authorizes Lender to hold such specific balances in pledge and documents evidencing to decline to honor any drafts thereon or forming a any request by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandspecific Obligations are outstanding.
Appears in 1 contract
Sources: Loan Agreement (Vystar Corp)
Perfection of Security Interest. Each Borrower Execute and each Guarantor shall take deliver to Lender such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as Lender may reasonably request) and do all action that such other things as Lender may be reasonably deem necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, appropriate (i) immediately discharging all Liens to assure to Lender its security interests hereunder, including (A) such financing statements (including renewal statements) or amendments thereof or supplements thereto or other than Permitted Encumbrancesinstruments as Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to patents and patent applications, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of SCHEDULE 6 hereto, and (C) with regard to trademarks and trademark applications, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of SCHEDULE 7 hereto, (ii) obtainingto consummate the transactions contemplated hereby and (iii) to otherwise protect and assure Lender of its rights and interests hereunder. To that end, each Obligor agrees that Lender may file one or more financing statements disclosing Lender's security interest in any or all of the Collateral of such Obligor without, to the extent permitted by law, such Obligor's signature thereon, and further each Obligor also hereby irrevocably makes, constitutes and appoints Lender, its nominee or any other person whom Lender may designate, as such Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in Lender's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any amounts remain payable under the Note or under any other Loan Document. Each Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by Lender wherever Lender may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than Texas becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as Lender in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of Lender under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of Lender, then Lender may execute any and all such requested by documents on behalf of such Obligor pursuant to the Required Lenders following power of attorney granted hereinabove). If any Collateral is in the Closing Datepossession or control of an Obligor's agents and Lender so requests, Lien Waiver Agreements such Obligor agrees to notify such agents in writing of Lender's security interest therein and, upon the Lender's request, instruct them to hold all such Collateral for Borrowers’ chief executive offices, locations where Lender's account and subject to Lender's instructions. Each Obligor agrees to mark ▇▇▇ books and records regarding to reflect the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under of Lender in the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandCollateral.
Appears in 1 contract
Sources: Subordinated Guaranty and Security Agreement (Genicom Corp)
Perfection of Security Interest. Each Borrower (A) Immediately upon the Bank's written request, or immediately at any time that the Institution becomes subject to any mandatory Collateral perfection requirements that may be established in writing by the Bank, and each Guarantor in either case from time to time thereafter, the Institution shall take all action actions as the Bank shall deem necessary or appropriate to perfect the Bank's security interest in the Eligible Collateral selected by the Institution. At a minimum, the Institution shall provide the Bank as perfected security interest in an amount of Eligible Collateral that has a Lending Value at all times at least equal to the Required Collateral Amount applicable to the Institution.
(B) The Institution shall not assign, pledge, transfer, create any security interest in, sell or otherwise dispose of any Perfected Collateral without the written consent of the Bank.
(C) The Institution agrees to pay to the Bank upon demand such fees and charges as may be assessed by the Bank to cover overhead and other costs relating to the perfection of the Bank's security interest in the Perfected Collateral (including without limitation the receipt, holding and redelivery of Collateral and to reimburse the Bank upon request for all recording fees) and other reasonable expenses, disbursements and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any bailee that may be necessary or desirable, or that Agent may request, so as at all times to maintain appointed by the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights Bank hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, agents and legal counsel of the Bank and of such bailee). Any sums owed to the extent reasonably requested Bank under this section may be collected by the Required Lenders following the Closing DateBank, Lien Waiver Agreements for Borrowers’ chief executive officesat its option, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which by debiting a material portion demand deposit account of the Collateral is located, Institution with the Bank.
(iiiD) delivering to Agent, endorsed or accompanied by such instruments The form and sufficiency of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case pertaining to the extent in excess of $500,000, (iv) entering into, Perfected Collateral shall be satisfactory to the extent reasonably requested Bank. Any Collateral tendered by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably Institution for perfection that is not satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of Bank may be rejected by the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance Bank or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than value ascribed thereto that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid less than the value normally ascribed thereto under the Bank's Collateral Policy, or as the Bank may otherwise specify. The Bank may require, before any Advance is made to Agent the Institution, that the Institution make any or all documents pertaining to the Perfected Collateral available to the Bank for its benefit inspection and for the ratable benefit of Lenders immediately upon demandapproval.
Appears in 1 contract
Perfection of Security Interest. (a) Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent may requestrequest in its Permitted Discretion, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest Lien in and Lien on the Collateral to the extent required by this Agreement or any Other Documents.
(b) Agent may, and each Loan Party hereby authorizes Agent to, at any time and from time to enable time file in accordance with Section 9-509 of the UCC and the PPSA, financing statements and amendments thereto that describe the Collateral as “all assets” or similar language of the applicable Loan Party (other than Excluded Assets) and which contain any other information required by the UCC or the PPSA, as applicable, for the sufficiency or filing office acceptance of any financing statements, continuation statements or amendments. Each Loan Party agrees to furnish any such information to Agent promptly upon request.
(c) Each Loan Party shall, at any time and from time to protecttime, exercise or enforce take such steps as Agent may request in its rights hereunder Permitted Discretion to (i) obtain an acknowledgment, in form and in substance reasonably satisfactory to Agent, of any bailee having possession of any of the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrancesstating that the bailee holds such Collateral for Agent, (ii) obtainingobtain “control” of any letter-of-credit rights, deposit accounts (other than Restricted Accounts) or electronic chattel paper (as such terms are defined in the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to Agent, and (iii) otherwise insure the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books continued perfection and records regarding the Collateral are kept or other business locations priority of Borrowers at which a material portion Agent’s Liens in any of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part for the benefit of the Collateral Lenders and of its rights therein. If any Loan Party shall at any time, acquire a “commercial tort claim” (as such term is defined in each case to the extent UCC) in excess of $500,000250,000, such Loan Party shall promptly notify Agent thereof in writing (ivwhich notice shall be deemed to be an update of Schedule 5.8(b)), therein providing a reasonable description and summary thereof, and upon delivery thereof to Agent, such Loan Party shall be deemed to thereby have granted to Agent, for the ratable benefit of each Secured Party (and each Loan Party hereby grants to Agent, for the ratable benefit of each Secured Party) entering intoa Lien in and to each such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement to secure the extent reasonably requested prompt payment and performance of all of the Obligations.
(d) Each Loan Party hereby confirms and ratifies all UCC financing statements filed by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion such Loan Party on or prior to the date of the Collateral is located , and Agreement.
(ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be paid by Loan Parties to Agent promptly upon demand or, at Agent’s option, and without the necessity for its benefit demand, shall be charged to the Borrowers’ Account as a Revolving Advance and for added to the ratable benefit Obligations (subject to the terms of Lenders immediately upon demandSection 17.10 hereof).
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor Credit Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such endorsements of, instruments of assignment as Agent may specifyspecify with respect to, and stamping or marking, marking in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits instruments and advices thereof and documents evidencing or forming a part of the Collateral in Collateral, (iii) executing and delivering pledges of the Equity Interests of each case of its Subsidiaries (solely to the extent in excess of $500,000, such Equity Interests do not constitute Excluded Property) (iv) entering into, executing and delivering Ship Mortgages with respect to the extent reasonably requested by the Required Lenders following Documented Vessels that are U.S. flag vessels (including without limitation Documented Vessels acquired or constructed after the Closing Date, warehousing, lockbox and other custodial arrangements reasonably ) as well as evidence satisfactory to Agent and that such Ship Mortgages have been duly recorded with the Required Lenders with respect to locations at which a material portion of the Collateral is located NVDC, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Credit Party hereby authorizes Agent to file against such BorrowerCredit Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral Collateral as “"all assets’ " and/or “"all personal property” " of any BorrowerCredit Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be paid charged to Borrowers' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations. Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, the Credit Parties shall not be obligated to perfect a security interest in (a) letter of credit rights (other than those that constitute supporting obligations as to other Collateral) with a value of less than $2,500,000, or (b) deliver to Agent for its benefit and for the ratable benefit possession of Lenders immediately upon demandany items of Collateral with a value of less than $2,500,000.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Great Lakes Dredge & Dock CORP)
Perfection of Security Interest. (a) Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, includingin all cases subject to Permitted Encumbrances.
(b) Agent may at any time and from time to time file in accordance with Section 9-509 of the UCC, but not limited tofinancing statements and amendments thereto that describe the Collateral as “all assets” or similar language of the applicable Loan Party and which contain any other information required by the UCC for the sufficiency or filing office acceptance of any financing statements, continuation statements or amendments. Each Loan Party agrees to furnish any such information to Agent promptly upon any reasonable request.
(c) Each Loan Party shall, at any time and from time to time, take such steps as Agent may reasonably request (i) immediately discharging all Liens other than Permitted Encumbrancesto obtain an acknowledgment, in form and substance reasonably satisfactory to Agent, of any bailee having possession of any of the Collateral, stating that the bailee holds such Collateral for Agent, (ii) obtainingto obtain “control” of any letter-of-credit rights, deposit accounts or electronic chattel paper (as such terms are defined in the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), with any agreements establishing control to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case be in form and substance reasonably satisfactory to Agent, relating and (iii) otherwise to insure the creation, validity, perfection, maintenance or continuation continued perfection and priority of Agent’s security interest in any of the Collateral for the benefit of the Lenders and Lien under of its rights therein, in all cases subject to Permitted Encumbrances. If any Loan Party shall at any time, acquire a “commercial tort claim” (as such term is defined in the Uniform Commercial Code or other Applicable Law. By its signature heretoUCC) in excess of $25,000, such Loan Party shall promptly notify Agent thereof in writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to Agent, such Loan Party shall be deemed to thereby grant to Agent, for the ratable benefit of Agent, each Borrower Issuer, each Lender and Bank Product Provider (and each Loan Party hereby authorizes grants to Agent, for the ratable benefit of Agent, each Issuer, each Lender and Bank Product Provider) a Lien in and to such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement.
(d) Each Loan Party hereby confirms and ratifies all UCC financing statements filed by Agent with respect to file against such Borrower, one Loan Party on or more financing, continuation or amendment statements pursuant prior to the Uniform Commercial Code in form and substance satisfactory to Agent date of the Agreement.
(which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). e) All reasonable charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to the Borrowers’ Account as a Revolving Advance and added to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Loan and Security Agreement (Velocity Express Corp)
Perfection of Security Interest. Each Borrower authorizes Lender to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of such Borrower of the kind pledged hereunder, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether such Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent such Borrower, if applicable. Any such financing statements may be signed by Lender on behalf of Borrowers, as provided in the Code, and may be filed at any time in any jurisdiction whether or not Revised Article 9 of the Code is then in effect in that jurisdiction. Each Borrower shall from time to protecttime endorse and deliver to Lender, exercise or enforce its rights hereunder at the request of Lender, all Negotiable Collateral and other documents that Lender may reasonably request, in form satisfactory to Lender, to perfect and continue perfected Lender’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Each Borrower shall have possession of the tangible Collateral, includingexcept where expressly otherwise provided in this Agreement or where Lender chooses to perfect its security interest by possession of non-tangible Collateral in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, but not limited to, each Borrower shall take such steps as Lender reasonably requests for Lender to (i) immediately discharging all Liens other than Permitted Encumbrancesobtain an acknowledgment, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating of the bailee that the bailee holds such Collateral for the benefit of Lender, (ii) obtain “control” of any Collateral consisting of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Revised Article 9 of the Code) by causing the securities intermediary or depositary institution or issuing Lender to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements Lender. No Borrower will create any chattel paper without placing a legend on the chattel paper acceptable to Lender indicating that Lender has a security interest in the chattel paper. Each Borrower from time to time may have deposit with Lender specific cash collateral to secure specific Obligations; each Borrower authorizes Lender to hold such specific balances in pledge and to decline to honor any drafts thereon or any request by a description Borrower or any other Person to pay or otherwise transfer any part of collateral which is broader than that set forth herein, including without limitation a description of collateral such balances for so long as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandspecific Obligations are outstanding.
Appears in 1 contract
Sources: Loan and Security Agreement (Pac-West Telecomm Inc)
Perfection of Security Interest. Each Borrower hereby authorizes Lender to prepare and each Guarantor shall take all action that file such financing statements and notices (including renewal statements) or amendments thereof or supplements thereto or other instruments as Lender may be from time to time deem necessary or desirable, or that Agent may request, so as at all times appropriate to perfect and maintain the validityLiens granted hereunder in accordance with the Uniform Commercial Code and, perfectionsubject only to Permitted Liens, enforceability and to ensure the first priority of Agent’s security interest in and Lien on such Liens. Any financing statement filed by Lender may contain a general description of the Collateral covered thereby, as permitted by the Uniform Commercial Code, which states that the Lien attaches to all personal Property or to enable Agent all assets of the debtor. Borrower shall from time to protecttime upon request by L▇▇▇▇▇ also execute and deliver to Lender such agreements, exercise assignments or enforce instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as Lender may reasonably request) and do all such other things as Lender may reasonably deem necessary or appropriate (i) to assure Lender that its rights Liens hereunder and in are perfected and, subject only to Permitted Liens, of the Collateralfirst priority, including, but not limited towithout limitation, such financing statements (iincluding renewal statements) immediately discharging all or amendments thereof or supplements thereto or other instruments as Lender may from time to time reasonably request in order to perfect and maintain the Liens other than granted hereunder and to ensure the first priority (subject only to Permitted EncumbrancesLiens) thereof in accordance with the Uniform Commercial Code, (ii) obtainingto consummate the transactions contemplated hereby, and (iii) to otherwise protect and assure Lender of its rights and interests hereunder. In the event for any reason the law of any jurisdiction other than Colorado becomes or is applicable to the extent Collateral or any part thereof, or to any of the Secured Obligations, Borrower agrees from time to time upon request of L▇▇▇▇▇ to execute and deliver all such instruments and to do all such other things as Lender in its reasonable discretion deems reasonably necessary or appropriate to preserve, protect and enforce the Liens of Lender and the first priority thereof (subject only to Permitted Liens) under the law of such other jurisdiction (and, if Borrower shall fail to do so promptly upon the request of L▇▇▇▇▇, then L▇▇▇▇▇ may execute any and all such requested by documents on behalf of Borrower pursuant to the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where power of attorney granted herein below). B▇▇▇▇▇▇▇ agrees to notate in its books and records regarding to reflect the Lien of Lender in the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, notes in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of AgentBorrower’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment financial statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demanddeemed a sufficient notation).
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, obtaining Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedon those Real Property interests deemed necessary by Agent in its Permitted Discretion, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law, except that Agent shall only require at Closing UCC-1 fixture filings on certain Real Property interests in its Permitted Discretion, and reserves the right to require UCC-1 fixture filings on all Real Property interests in is Permitted Discretion. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrower’s Account as a Revolving Advance and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand. Notwithstanding the foregoing, Lender acknowledges that Lender’s security interest in the following Collateral has not been perfected, and Lender reserves the right to perfect its security interest in these items at a later date: (a) those items of rolling stock which are owned, not leased, by Borrower and which are subject to a prior financing arrangement, all as shown on Schedule 4.2(a) hereof; (b) those certain notes receivable in favor of Borrower, as shown on Schedule 4.2(b) hereof; and (c) any General Intangibles which are registered with the United States Patent & Trademark Office.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Input Output Inc)
Perfection of Security Interest. Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, using commercially reasonable efforts to the extent reasonably requested by the Required Lenders following the Closing Date, obtain Lien Waiver Agreements for Borrowers’ chief executive officesas Agent may reasonably request (it being understood that, locations where books and records regarding in each case, notwithstanding the Collateral are kept use of or other business failure to use commercially reasonable efforts to obtain any such Lien Waiver Agreements, the failure to so obtain any such Lien Waiver Agreement shall entitle the Agent to institute an appropriate rent reserve as determined in the Agent’s Permitted Discretion with respect to any such location (provided that the Loan Parties shall not be required to obtain Lien Waiver Agreements with respect to those locations of Borrowers the Loan Parties identified on Schedule 4.4 at which a material portion less than One Million and 00/100 Dollars ($1,000,000.00) of the Collateral is located; and provided further, however, that the aggregate amount of Collateral at locations for which a Lien Waiver Agreement has not been obtained shall not exceed Three Million and 00/100 Dollars ($3,000,000.00) in the aggregate at any time)), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox lockbox, customs and freight agreements, blocked account agreements and other custodial arrangements reasonably satisfactory to Agent and Agent, (v) to the Required Lenders fullest extent required under Applicable Law, ensuring that any applicable invoice or other documentary evidence with respect to locations at which any applicable Receivable contains a material portion of notice and direction to the Collateral is located applicable Customer in form and substance sufficient to cause the Agent’s first-priority security interest to be perfected against such Receivable, and (vvi) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, the PPSA or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code Code, the PPSA or other Applicable Law in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral Collateral as “all assets’ ” and/or “all personal property” of any BorrowerLoan Party); provided, however, notwithstanding the foregoing, neither the UK Borrower nor Davy Roll shall be deemed to have made any such authorization hereunder or under any applicable Other Document until the UK Availability Date. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
21. Clause (b) of Section 4.4 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:
(i) There is no location at which any Loan Party has any Inventory (except for (1) Inventory in transit, (2) Inventory located at third-party suppliers or processors or at Loan Parties or Subsidiaries of Loan Parties in the Ordinary Course of Business, or (3) to the extent the book value of such Inventory does not exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00)) other than those locations listed on Schedule 4.4(b)(i); (ii) Schedule 4.4(b)(ii) hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Loan Party is stored; none of the receipts received by any Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4(b)(iii) hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Loan Party and (B) the chief executive office of each Loan Party; and (iv) Schedule 4.4(b)(iv) hereto sets forth a correct and complete list as of the Closing Date of the location, by state or province and street address, of all Real Property owned or leased - 43 - by each Loan Party, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.
22. Clauses (d) through (f) of Section 4.8 of the Credit Agreement are hereby deleted in their entirety and in their stead are inserted the following:
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor Domestic Loan Party shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the U.S. Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the U.S. Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtainingusing commercially reasonable efforts to obtain Collateral Access Agreements as Agent may reasonably request (it being understood that, in each case, notwithstanding the use of or failure to use commercially reasonable efforts to obtain any such Collateral Access Agreements, the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver failure to so obtain any such Collateral Access Agreement shall entitle Agent to institute an appropriate Reserves as determined in Agent’s Permitted Discretion with respect to any such location (provided that Loan Parties shall not be required to obtain Collateral Access Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business with respect to those locations of Borrowers Loan Parties identified on Schedule 4.4 at which a material portion less than One Million and 00/100 Dollars ($1,000,000.00) of the Collateral is locatedlocated and Agent shall not be permitted to institute reserves in respect thereof)), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000U.S. Collateral, (iv) entering into, using commercially reasonable efforts to the extent reasonably requested by the Required Lenders following the Closing Date, enter into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located in its Permitted Discretion, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignmentsassignments in respect of the U.S. Collateral, in each case in form and substance satisfactory to AgentAgent in its Permitted Discretion, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien in the U.S. Collateral under the Uniform Commercial Code or other Applicable LawCode. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower)Agent. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall, if unpaid by Borrowers, be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Domestic Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Worthington Steel, Inc.)
Perfection of Security Interest. Each Borrower Execute and each Guarantor shall take deliver to the Seller such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Seller may reasonably request) and do all action that such other things as the Seller may be necessary reasonably deem necessary, appropriate or desirableconvenient (i) to assure to the Seller the effectiveness, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability perfection and priority of Agent’s its security interest interests in and Lien on the Collateral or hereunder, including such instruments as the Seller may from time to enable Agent time reasonably request in order to protect, exercise or enforce its rights perfect and maintain the security interests granted hereunder and in accordance with the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted EncumbrancesUCC, (ii) obtaining, to consummate the extent reasonably requested transactions contemplated by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books this Security Agreement and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agentotherwise protect and assure the Seller of its rights and interests hereunder. To that end, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of Grantor authorizes the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent Seller to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of with collateral which is broader than that set forth hereindescriptions broader, including without limitation a description of collateral as “all assets’ ” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Seller’s security interest in any or all of the Collateral of Grantor without Grantor’s signature thereon, and further Grantor also hereby irrevocably makes, constitutes and appoints the Seller, its nominee or any other Person whom the Seller may designate, as Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Seller’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Seller without notice thereof to Grantor wherever the Seller may in its sole discretion desire to file the same. In the event for any reason the law of any Borrower). All chargesjurisdiction other than Delaware becomes or is applicable to the Collateral of any Grantor or any part thereof, expenses and fees Agent may incur in doing or to any of the foregoingSecured Obligations, Grantor agrees to execute and deliver all such instruments and to do all such other things as the Seller in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Seller under the law of such other jurisdiction (and, if Grantor shall fail to do so promptly upon the request of the Seller, then the Seller may execute any local taxes relating thereto shall be paid and all such requested documents on behalf of Grantor pursuant to Agent for its benefit the power of attorney granted hereinabove). If any Collateral is in the possession or control of Grantor’s agents and the Seller so requests, Grantor agrees to notify such agents in writing of the Seller’s security interest therein and, upon the Seller’s request, instruct them to hold all such Collateral for the ratable benefit account of Lenders immediately upon demandthe Secured Parties, subject to the Seller’s instructions. Grantor agrees to ▇▇▇▇ its books and records to reflect the security interest of the Seller in the Collateral.
Appears in 1 contract
Sources: Security Agreement (Medcath Corp)
Perfection of Security Interest. Each Borrower authorizes Lender to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrower of the kind pledged hereunder, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent Borrower, if applicable. Borrower shall from time to protecttime endorse and deliver to Lender, exercise or enforce its rights hereunder at the request of Lender, all Negotiable Collateral and other documents that Lender may reasonably request, in form satisfactory to Lender, to perfect and continue perfected Lender’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall have possession of the Collateral, includingexcept where expressly otherwise provided in this Agreement or where Lender chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Material Collateral is in possession of a third party bailee, but not limited to, Borrower shall take such steps as Lender reasonably requests for Lender to (i) immediately discharging all Liens other than Permitted Encumbrancesobtain an acknowledgment, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating of the bailee that the bailee holds such Collateral for the benefit of Lender, (ii) obtain “control” of any Collateral consisting of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Division 9 of the Code) by causing the securities intermediary or depositary institution or issuing bank to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements Lender. Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Lender indicating that Lender has a security interest in the chattel paper. Borrower from time to time may have a description deposit with Lender specific cash collateral to secure specific Obligations; Borrower authorizes Lender to hold such specific balances in pledge and to decline to honor any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of collateral which is broader than that set forth herein, including without limitation a description of collateral such balances for so long as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandspecific Obligations are outstanding.
Appears in 1 contract
Sources: Subordinated Term Loan and Security Agreement (Sonim Technologies Inc)
Perfection of Security Interest. Each Borrower Execute and each Guarantor shall take all action that may be necessary deliver to the Collateral Agent such agreements, assignments or desirableinstruments (including such affidavits, or that notices and reaffirmations, amendments and restatements of existing documents) as the Collateral Agent may requestreasonably request and do all such other things as the Collateral Agent may reasonably deem necessary, so as at all times appropriate or convenient to maintain (i) assure to the validity, perfection, enforceability Collateral Agent the effectiveness and priority of its security interests hereunder in accordance with the UCC and, with respect to registered Intellectual Property (or applications therefor) to the extent not subject to the UCC, applicable federal law including (A) filing or authorizing the Collateral Agent to file such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to material Copyrights and exclusive Copyright Licenses in respect of material registered Copyrights for which any Grantor is the licensee, executing and delivering a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(b)-1 attached hereto, (C) with regard to material Patents, executing and delivering a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(b)-2 attached hereto and (D) with regard to material registered Trademarks and Trademark applications that are included in the Collateral, executing and delivering a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(b)-3 attached hereto, (ii) consummate the transactions contemplated hereby and (iii) otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor authorizes the Collateral Agent to file one or more financing statements (which may describe the collateral as “all assets” or “all personal property” or words of similar effect) disclosing the Collateral Agent’s security interest in and Lien on the Collateral any or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedof such Grantor without such Grantor’s signature thereon, (iii) delivering to and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, endorsed its nominee or accompanied by any other Person whom the Collateral Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Collateral Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. In the event for any reason the Law of any U.S. jurisdiction other than the State of New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of assignment as the Collateral Agent under the Law of such other U.S. jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel paper, instruments, letters such requested documents on behalf of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements Grantor pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrowerattorney granted hereinabove). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, obtaining Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral Receivables are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral (provided that, prior to the Term Debt Obligations Payment Date, Borrowers may, and shall be deemed to be in each case compliance with the provision of this clause (iii) if Borrowers shall, deliver any such Collateral consisting of Term Debt Priority Collateral otherwise covered by this clause (iii) to Term Debt Agent to the extent required by and in excess accordance with such terms and conditions of $500,000the Term Debt Documents), (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (UniTek Global Services, Inc.)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all ------------------------------- action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to maintaining the extent reasonably requested by effectiveness of the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive officesthe Denver facility and obtaining Lien Waiver Agreements for any additional leased location where the book value of Inventory (other than Aircraft) located at such location is greater than $100,000 in the aggregate (provided, locations where books and records regarding however, that if Borrowers are unable to obtain any such waiver, -------- ------- Agent may take a six month rent reserve in the Collateral are kept or other business locations of Borrowers at which a material portion calculation of the Collateral is locatedFormula Amount for each such location and Borrowers' failure to obtain such Lien Waiver Agreements shall not constitute an Event of Default), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Air Methods Corp)
Perfection of Security Interest. (a) Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, in each case to the extent then applicable in the reasonable judgment of Agent to the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowersobtaining landlords’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedmortgagees’ lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox lockbox, bailee and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien in the Collateral under the Uniform Commercial Code UCC or other Applicable Law. By its applicable law.
(b) The Agent may at any time and from time to time file, without the signature heretoof any Loan Party in accordance with Section 9-509 of the UCC, each Borrower hereby authorizes Agent to file against such Borrower, one or more financingfinancing statements, continuation statements and amendments thereto that describe the Collateral and which contain any other information required by the UCC for the sufficiency or amendment filing office acceptance of any financing statements, continuation statements pursuant or amendments. Each Loan Party agrees to furnish any such information to Agent promptly upon request.
(c) Each Loan Party shall, at any time and from time to time, take such steps as Agent may reasonably request (provided that, solely in the Uniform Commercial Code case of clauses (i) and (ii) hereof, any such steps shall be commercially reasonable) (i) to obtain an acknowledgment, in form and substance reasonably satisfactory to Agent Agent, of any bailee having possession of any of the Collateral, stating that the bailee holds such Collateral for Agent, (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as ii) to obtain “all assets’ and/or “all personal propertycontrol” of any Borrowerletter-of-credit rights, deposit accounts or electronic chattel paper (as such terms are defined in the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to Agent, and (iii) otherwise to insure the continued perfection and priority of Agent’s security interest in any of the Collateral for the benefit of the Lenders and of its rights therein. If any Loan Party shall at any time, acquire a “commercial tort claim” (as such term is defined in the UCC) described in clause (c)(vii) of the definition of the Collateral excess of $100,000, such Loan Party shall promptly notify Agent thereof in writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to Agent, such Loan Party shall be deemed to thereby grant to Agent for the benefit of the Lenders (and each Loan Party hereby grants to Agent, for the benefit of each Lender) a security interest and lien in and to such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement.
(d) Each Loan Party hereby confirms and ratifies all UCC financing statements filed by Agent with respect to such Loan Party on or prior to the date of this Agreement to the extent the foregoing describes the Collateral in which Agent has been granted a Lien.
(e) All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to the applicable Borrowers’ Account as a Revolving Advance and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor Loan Party shall take all action that may be reasonably necessary or desirable, or that Collateral Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Collateral Agent’s 's security interest in and Lien on the Collateral or to enable Collateral Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, to (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, obtaining Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedAgreements, (iii) delivering to Collateral Agent, endorsed or accompanied by such instruments of assignment as Collateral Agent may specify, and stamping or marking, in such manner as Collateral Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and and/or delivering financing statements, control agreements, instruments of pledge, mortgages, notices notices, assignments and assignmentscertificates of title with respect to motor vehicles and other documents necessary to note Collateral Agent's lien thereon (with execution by such Borrower of all necessary documents or forms to reflect, implement or enforce all liens described herein thereon), in each case in form and substance satisfactory to Collateral Agent, relating to the creation, validity, perfection, maintenance or continuation of Collateral Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Each Loan Party hereby authorizes the filing or any financing statements or continuation statements, and amendments to financing statements or any similar document in any applicable jurisdictions and with any filing offices as Collateral Agent may reasonably determine are necessary or advisable to file against such Borrower, one or more financing, continuation or amendment statements pursuant perfect the security interest granted to the Uniform Commercial Code in form and substance satisfactory to Collateral Agent (which herein. Such financing statements may have describe the Collateral in the same manner as described herein or may contain an indication or a description of collateral which that describes such property in any other manner as Collateral Agent may reasonably determine is broader than that set forth necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Collateral Agent herein, including including, without limitation a description of collateral limitation, describing such property as “"all assets’ and/or “" or "all personal property” of any Borrower). , whether now owned or hereafter acquired." All charges, expenses and fees Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers' Account as a Revolving Advance of a Base Rate Loan and added to the Obligations, or, at Collateral Agent's option, shall be paid to Collateral Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Perfection of Security Interest. Each Borrower authorizes Bank to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrower of the kind pledged hereunder, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent Borrower, if applicable. Any such financing statements may be filed by Bank at any time in any jurisdiction whether or not Article 9 of the Code is then in effect in that jurisdiction. Borrower shall from time to protecttime endorse and deliver to Bank, exercise or enforce its rights hereunder at the request of Bank, all Negotiable Collateral and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfection of Bank’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall have possession of the Collateral, includingexcept where expressly otherwise provided in this Agreement or where Bank chooses to perfect its security interest by possession in addition to the filing of a financing statement; provided, but however, that Bank shall not limited totake possession of Collateral consisting of operating assets to perfect its security interest therein so long as an Event of Default does not exist. Where Collateral is in possession of a third party bailee, Borrower shall take such steps as Bank reasonably requests for Bank to (i) immediately discharging all Liens other than Permitted Encumbrancesobtain an acknowledgment, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentBank, relating of the bailee that the bailee holds such Collateral for the benefit of Bank, and (ii) obtain “control” of any Collateral consisting of investment property, deposit accounts (other than Excluded Accounts), letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Article 9 of the Code) by causing the securities intermediary or depositary institution or issuing bank to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements Bank. Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Bank indicating that Bank has a security interest in the chattel paper. Borrower from time to time may have a description deposit with Bank specific cash collateral to secure specific Obligations; Borrower authorizes Bank to hold such specific balances in pledge and to decline to honor any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of collateral which is broader than that set forth herein, including without limitation a description of collateral such balances for so long as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandspecific Obligations are outstanding.
Appears in 1 contract
Sources: Loan and Security Agreement (Maxwell Technologies Inc)
Perfection of Security Interest. Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Administrative Agent’s security interest in and Lien on the Collateral or to enable Administrative Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, obtaining Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedAgreements, (iii) delivering to Administrative Agent, endorsed or accompanied by such instruments of assignment as Administrative Agent may specify, and stamping or marking, in such manner as Administrative Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Administrative Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Administrative Agent, relating to the creation, validity, perfection, maintenance or continuation of Administrative Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Administrative Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Administrative Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral Collateral as “all assets’ ” and/or “all personal property” of any BorrowerLoan Party). All charges, expenses and fees Administrative Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Administrative Agent’s option, shall be paid by Loan Parties to Administrative Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Asv Holdings, Inc.)
Perfection of Security Interest. Each Except for any Collateral disposed of in accordance with Section 7.1, each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately promptly discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, obtaining Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedrequired under this Agreement, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, PPSA or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code or PPSA in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral Collateral as “all assets’ ” and/or “all personal property” of any Borrower). All reasonable out-of-pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account or Sand Tiger’s Account, as applicable, as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by the applicable Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Mammoth Energy Services, Inc.)
Perfection of Security Interest. Each Borrower authorizes Lenders to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or to enable Agent to protectdescribe the Collateral as all assets of Borrower as described herein, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower, if applicable. Any such financing statements may be filed by Lenders at any time in any jurisdiction. Borrower shall from time to time endorse and deliver to Lenders, at the request of Required Lenders, all other documents that Required Lenders following the Closing Datemay reasonably request, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentRequired Lenders, relating to perfect and continue perfection of Lenders’ security interests in all or any portion of the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall have the right to possess the Collateral, except where expressly otherwise provided in this Agreement or the other Loan Documents or where Required Lenders choose to perfect its security interest by possession in addition to the creationfiling of a financing statement. Where Collateral is in possession of a third party bailee, validityBorrower shall take such steps as Required Lenders request for Lenders to (i) obtain an acknowledgment, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent Required Lenders, of the bailee that the bailee holds such Collateral for the benefit of Lenders, and (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as ii) obtain “all assets’ and/or “all personal propertycontrol” of any Borrower). All chargesCollateral consisting of investment property, expenses deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and fees Agent may incur the term “control” are defined in doing any Revised Article 9 of the foregoingCode) by causing the securities intermediary or depositary institution or issuing bank to execute a control agreement in form and substance satisfactory to Lenders. Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Lenders indicating that Lenders have a security interest in such chattel paper. Borrower, with the Consent of the Lenders, from time to time may deposit with Lenders specific cash collateral to secure specific Obligations; Borrower authorizes Lenders to hold such specific balances in pledge and to decline to honor any local taxes relating thereto shall be paid drafts thereon or any request by Borrower or any other Person to Agent pay or otherwise transfer any part of such balances for its benefit and for so long as the ratable benefit of Lenders immediately upon demandspecific Obligations are outstanding.
Appears in 1 contract
Sources: Loan and Security Agreement (Imageware Systems Inc)
Perfection of Security Interest. Each Borrower and each Guarantor No later than 20 days after the Closing, the Company shall take execute a security agreement (the "Security Agreement") for the benefit of the Investor to perfect the security interests thereunder. The Security Agreement shall secure all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain of the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, Company's obligations to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books Investor under this Agreement and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion shall pledge all of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, Company's assets and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case shall be in form and substance satisfactory to Agentthe Investor in its sole discretion; provided, relating however, that the Company may, subject to the creationlimitations on indebtedness set forth on Section 4.9 of this Agreement, validity, perfection, maintenance encumber or continuation of Agent’s security interest pledge its accounts receivable [as amended] its accounts receivable and/or other assets appropriate for securitization in an asset-based financing in connection with a receivables and/or other asset-based financing (a "Receivables Financing") and Lien the Company may encumber or pledge its assets in connection with indebtedness incurred under a commercial bank facility (the "Bank Debt") in which the obligations under the Uniform Commercial Code Bank Debt may be secured by any or other Applicable Lawall of the assets of the Company and shall be senior to the Investor's security interests. By If the Company does incur Bank Debt or arranges a Receivables Financing, the Investor shall cooperate with requests of lenders providing the Bank Debt or the Receivables Financing and shall enter into such lenders' standard intercreditor agreement to subordinate, to the extent permitted by Section 4.9, the Investor's security interests in the assets of the Company to the senior interests of the lenders providing the Bank Debt and/or the Receivables Financing; provided, however, that the Investor shall not be required to consent to any provision that would limit or restrict its signature heretoright to receive payments under this Agreement. In the event that the security interests under the Security Agreement are not perfected as specified in this Section 4.10 within 20 days following the Closing Date, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements failure shall be deemed a default under this Agreement and the Company may not incur any indebtedness pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description Section 4.9 of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandthis Agreement.
Appears in 1 contract
Perfection of Security Interest. (a) Each Borrower hereby irrevocably authorizes the Administrative Agent, for the ratable benefit of the Lenders, at any time and each Guarantor shall take all action from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (1) indicate the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging as all Liens assets of such Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (2) contain any other than Permitted Encumbrancesinformation required by part 5 of Article 9 of the Uniform Commercial Code of the State or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Borrower is an organization, the type of organization and any organization identification number issued to such Borrower and, (ii) obtainingin the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Borrower agrees to furnish any such information to the extent reasonably requested by Administrative Agent promptly upon request.
(b) Without providing at least 10 days’ prior written notice to the Required Lenders following the Closing DateAdministrative Agent, Lien Waiver Agreements for Borrowers’ no Borrower shall change its name, its type of organization, jurisdiction of organization or other legal structure, its principal place of business or, if more than one, chief executive officesoffice, locations where books or its mailing address or organizational identification number if it has one. If a Borrower does not have an organizational identification number and records regarding later obtains one, such Borrower shall forthwith notify the Collateral are kept Administrative Agent of such organizational identification number.
(c) If a Borrower shall at any time hold or other business locations of Borrowers at which a material portion acquire any promissory notes or tangible chattel paper as part of the Collateral is locatedCollateral, (iii) delivering such Borrower shall forthwith endorse, assign and deliver the same to the Administrative Agent, endorsed or for the ratable benefit of the Lenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify, provided that if no Default or Event of Default has occurred and stamping is continuing, provisions of this paragraph shall not apply to promissory notes and tangible chattel paper with an aggregate face value of not greater than $500,000.
(d) For each deposit account that a Borrower at any time opens or markingmaintains, such Borrower shall, at the Administrative Agent’s request, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, cause the depositary bank to agree to comply at any time during the continuation of an Event of Default with instructions from the Administrative Agent to such manner depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of such Borrower. The Administrative Agent agrees with each Borrower that the Administrative Agent shall not give any such instructions or withhold any withdrawal rights from such Borrower, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to (i) any deposit account for which a Borrower, the depositary bank and the Administrative Agent have entered into a cash collateral agreement specially negotiated among such Borrower, the depositary bank and the Administrative Agent for the specific purpose set forth therein, (ii) deposit accounts for which the Administrative Agent is the depositary, (iii) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Borrower’s salaried employees, (iv) deposit accounts for which such Borrower is acting as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part an agent to distribute funds other than funds of the Collateral Borrower to a third party, and (v) if no Default or Event of Default has occurred and is continuing, deposit accounts which in each case to the extent aggregate hold funds not in excess of $500,000.
(e) If a Borrower shall at any time hold or acquire any certificated securities, (iv) entering intosuch Borrower shall, upon the Administrative Agent’s written request therefor, forthwith endorse, assign and deliver the same to the extent reasonably requested Administrative Agent to be held as Collateral for the ratable benefit of the Lenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by a Borrower are uncertificated and are issued to such Borrower or its nominee directly by the Required Lenders following issuer thereof, that Borrower shall immediately notify the Closing DateAdministrative Agent thereof and, warehousingat the Administrative Agent’s request and option, lockbox pursuant to an agreement in form and other custodial arrangements substance reasonably satisfactory to the Administrative Agent, cause the issuer to agree to comply during the continuation of an Event of Default with instructions from the Administrative Agent as to such securities, without further consent of such Borrower or such nominee. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by a Borrower are held by such Borrower or its nominee through a securities intermediary or commodity intermediary, such Borrower shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request, pursuant to a securities control agreement in form and substance reasonably satisfactory to the Required Lenders Administrative Agent, cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply during the continuation of an Event of Default with respect entitlement orders or other instructions from the Administrative Agent to locations at which a material portion such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignmentsAdministrative Agent to such commodity intermediary, in each case without further consent of such Borrower or such nominee. The Administrative Agent agrees with each Borrower that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Borrower, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to (i) any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary, and (ii) if no Default or Event of Default has occurred and is continuing, financial assets with an aggregate value not in excess of $500,000.
(f) If any goods are at any time in the possession of a bailee, each Borrower shall promptly notify the Administrative Agent thereof and, if requested by the Administrative Agent, shall promptly obtain an acknowledgement from the bailee, in form and substance reasonably satisfactory to the Administrative Agent, that the bailee holds such Collateral for the benefit of the Administrative Agent and shall act upon the instructions of the Administrative Agent, without the further consent of such Borrower, provided that such Borrower shall not be in violation of this requirement if, after such Borrower has exercised reasonably commercial efforts, such bailee refuses to provide such acknowledgement and the Administrative Agent determines that the rights of the Lenders will not be materially impaired thereby. The Administrative Agent agrees with each Borrower that the Administrative Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Borrower with respect to the bailee. The provisions of this paragraph shall not apply, if no Default or Event of Default has occurred and is continuing, to goods with an aggregate book value not in excess of $500,000.
(g) If a Borrower at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Borrower shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent, for the ratable benefit of the Lenders, control, under §9-105 of the Uniform Commercial Code, of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Administrative Agent agrees with each Borrower that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for such Borrower to make alterations to the electronic chattel paper or transferable record permitted under UCC §9-105 or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce ▇▇▇ ▇▇ §▇▇ of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Borrower with respect to such electronic chattel paper or transferable record. The provisions of this paragraph shall not apply, if no Default or Event of Default has occurred and is continuing, to electronic chattel paper and transferable records with an aggregate book value not in excess of $500,000.
(h) If a Borrower is at any time a beneficiary under a letter of credit now or hereafter issued in favor of such Borrower, that Borrower shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, such Borrower shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Administrative Agent, for the ratable benefit of the Lenders, during the continuation of an Event of Default of the proceeds of any drawing under the letter of credit, with the Administrative Agent agreeing that the proceeds of any drawing under the letter to credit are to be applied to the payment of the Obligations, for the ratable benefit of the Lenders, provided that such Borrower shall not be in violation of this requirement if, after such Borrower has exercised reasonably commercial efforts, such issuer refuses to provide such agreement and the Administrative Agent determines that the rights of the Lenders will not be materially impaired thereby. The provisions of this paragraph shall not apply, if no Default or Event of Default has occurred and is continuing, to letters of credit with an aggregate face value not in excess of $500,000.
(i) If a Borrower shall at any time hold or acquire a commercial tort claim, that Borrower shall immediately notify the Administrative Agent in a writing signed by such Borrower of the brief details thereof and grant to the Administrative Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Administrative Agent. The provisions of this paragraph shall not apply, if no Default or Event of Default has occurred and is continuing, to commercial tort claims with an aggregate value not in excess of $500,000.
(j) If a Borrower at any time holds any Intellectual Property registered with the Register of Copyrights or the United States Patent and Trademark Office, as applicable, that Borrower shall promptly notify the Administrative Agent thereof, and if required by the Administrative Agent, relating shall execute and deliver to the creationAdministrative Agent an Intellectual Property Assignment with respect thereto and shall cause such Intellectual Property Assignment to be recorded in such office. The provisions of this paragraph shall not apply, validityif no Default or Event of Default has occurred and is continuing, perfectionto Intellectual Property with an aggregate value not in excess of $500,000.
(k) Each Borrower further agrees to take any other action reasonably requested by the Administrative Agent to insure the attachment, maintenance or continuation perfection and first priority of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and Lien all of the Collateral, for the ratable benefit of the Lenders, including, without limitation, (1) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code Code, to the extent, if any, that such Borrower’s signature thereon is required therefor, (2) causing the Administrative Agent’s name to be noted as the Lender on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, held for the ratable benefit of the Lenders, (3) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, held for the ratable benefit of the Lenders, (4) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Applicable Law. By its signature heretoperson obligated on Collateral, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code (5) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent and (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “6) taking all assets’ and/or “all personal property” of actions required by any Borrower). All charges, expenses and fees Agent may incur in doing any earlier versions of the foregoingUniform Commercial Code or by other law, and as applicable in any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandrelevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction.
Appears in 1 contract
Sources: Loan and Security Agreement (Global Defense Technology & Systems, Inc.)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirablenecessary, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing DateAgent, using commercially reasonable efforts to obtain Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the with respect to each location as to which Collateral are kept having a value in excess of $5,000,000 is controlled or other business locations of Borrowers at which a material portion of the Collateral is locatedmaintained, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral Collateral, in each case to the extent having a value in excess of $500,000, (iv) entering into, to 500,000 individually and $1,000,000 in the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located aggregate, and (viv) executing and delivering financing statements, account control agreementsagreements (except with respect to Excluded Accounts), instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest in and Lien on the Collateral under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower and each Guarantor hereby authorizes Agent to file against such BorrowerBorrower or Guarantor, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral Collateral as “all assets’ ” and/or “all personal property” of any BorrowerBorrower or Guarantor). All reasonable and documented out-of-pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, at all times after the occurrence and during the continuation of a Cash Dominion Event, shall be charged to Borrowers’ Account as a Revolving Advance or FILO Advance, as applicable, of a Domestic Rate Loan and added to the Obligations or, at Agent’s option, (and at all times that a Cash Dominion Event has not occurred and is continuing), be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately promptly upon demand.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Finish Line Inc /In/)
Perfection of Security Interest. Each Borrower authorizes Lender to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of such Borrower and (ii) contain any other information required by the Uniform Commercial Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether such Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent such Borrower, if applicable. Borrowers shall from time to protecttime endorse and deliver to Lender, exercise or enforce its rights hereunder at the request of Lender, all Negotiable Collateral and other documents that Lender may reasonably request, in form satisfactory to Lender, to perfect and continue perfected Lender’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrowers shall have possession of the Collateral, includingexcept where expressly otherwise provided in this Agreement or where Lender chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, but not limited to, Borrowers shall take such steps as Lender reasonably requests for Lender to (i) immediately discharging all Liens other than Permitted Encumbrancesobtain an acknowledgment, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating of the bailee that the bailee holds such Collateral for the benefit of Lender, (ii) obtain Control of any Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper by causing the securities intermediary or depositary institution or issuing bank to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements Lender. Borrowers will not create any Chattel Paper without placing a legend on the Chattel Paper acceptable to Lender indicating that Lender has a security interest in the Chattel Paper. Borrowers from time to time may have a description deposit with Lender specific cash collateral to secure specific Obligations; each Borrower authorizes Lender to hold such specific balances in pledge and to decline to honor any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of collateral which is broader than that set forth herein, including without limitation a description of collateral such balances for so long as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandspecific Obligations are outstanding.
Appears in 1 contract
Perfection of Security Interest. (a) Each Borrower hereby irrevocably authorizes the Administrative Agent, for the ratable benefit of the Lenders, at any time and each Guarantor shall take all action from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (1) indicate the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging as all Liens assets of such Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9A of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (2) contain any other than Permitted Encumbrancesinformation required by part 5 of Article 9A of the Uniform Commercial Code of the State or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Borrower is an organization, the type of organization and any organization identification number issued to such Borrower and, (ii) obtainingin the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Borrower agrees to furnish any such information to the extent reasonably requested by Administrative Agent promptly upon request. Each Borrower also ratifies its authorization for the Required Lenders following Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the Closing Datedate hereof.
(b) Without providing at least 10 days’ prior written notice to the Administrative Agent, Lien Waiver Agreements for Borrowers’ no Borrower shall change its name, its type of organization, jurisdiction of organization or other legal structure, its place of business or, if more than one, chief executive officesoffice, locations where books or its mailing address or organizational identification number if it has one. If a Borrower does not have an organizational identification number and records regarding later obtains one, such Borrower shall forthwith notify the Collateral are kept Administrative Agent of such organizational identification number.
(c) If a Borrower shall at any time hold or other business locations of Borrowers at which a material portion acquire any promissory notes or tangible chattel paper as part of the Collateral is locatedCollateral, (iii) delivering such Borrower shall forthwith endorse, assign and deliver the same to the Administrative Agent, endorsed or for the ratable benefit of the Lenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify.
(d) For each deposit account that a Borrower at any time opens or maintains, and stamping or markingsuch Borrower shall, in such manner as Agent may specifyat the Administrative Agent’s request, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming pursuant to a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case agreement in form and substance satisfactory to the Administrative Agent, relating cause the depositary bank to agree to comply at any time during the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under an Event of Default with instructions from the Uniform Commercial Code or other Applicable LawAdministrative Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of such Borrower. By its signature hereto, The Administrative Agent agrees with each Borrower hereby authorizes that the Administrative Agent to file against shall not give any such instructions or withhold any withdrawal rights from such Borrower, one unless an Event of Default has occurred and is continuing or more financingwould occur as a result thereof. The provisions of this paragraph shall not apply to (i) any deposit account for which a Borrower, continuation the depositary bank and the Administrative Agent have entered into a cash collateral agreement specially negotiated among such Borrower, the depositary bank and the Administrative Agent for the specific purpose set forth therein, (ii) deposit accounts for which the Administrative Agent is the depositary, (iii) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or amendment statements for the benefit of such Borrower’s salaried employees, and (iv) deposit accounts for which such Borrower is acting as an agent to distribute funds other than funds of the Borrower to a third party.
(e) If a Borrower shall at any time hold or acquire any certificated securities, such Borrower shall, upon the Administrative Agent’s written request therefor, forthwith endorse, assign and deliver the same to the Administrative Agent to be held as Collateral for the ratable benefit of the Lenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by a Borrower are uncertificated and are issued to such Borrower or its nominee directly by the issuer thereof, that Borrower shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to the Uniform Commercial Code an agreement in form and substance satisfactory to the Administrative Agent, cause the issuer to agree to comply during the continuation of an Event of Default with instructions from the Administrative Agent as to such securities, without further consent of such Borrower or such nominee. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by a Borrower are held by such Borrower or its nominee through a securities intermediary or commodity intermediary, such Borrower shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request, pursuant to a securities control agreement in form and substance satisfactory to the Administrative Agent, cause such securities intermediary or (which statements as the case may have a description be) commodity intermediary to agree to comply during the continuation of collateral which is broader than that set forth hereinan Event of Default with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such securities or other investment property, including without limitation a description of collateral or (as “all assets’ and/or “all personal property” the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without further consent of such Borrower or such nominee. The Administrative Agent agrees with each Borrower that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Borrower), unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. All chargesThe provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.
(f) If any goods with an aggregate book value in excess of $250,000 are at any time in the possession of a bailee, expenses each Borrower shall promptly notify the Administrative Agent thereof and, if requested by the Administrative Agent, shall promptly obtain an acknowledgement from the bailee, in form and fees substance satisfactory to the Administrative Agent, that the bailee holds such Collateral for the benefit of the Administrative Agent and shall act upon the instructions of the Administrative Agent, without the further consent of such Borrower. The Administrative Agent agrees with each Borrower that the Administrative Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Borrower with respect to the bailee.
(g) If a Borrower at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Borrower shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may incur reasonably request to vest in doing any of the foregoingAdministrative Agent, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately the Lenders, control, under §9-105 of the Uniform Commercial Code, of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Administrative Agent agrees with each Borrower that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for such Borrower to make alterations to the electronic chattel paper or transferable record permitted under UCC §9-105 or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce ▇▇▇ ▇▇ §▇▇ of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Borrower with respect to such electronic chattel paper or transferable record.
(h) If a Borrower is at any time a beneficiary under a letter of credit now or hereafter issued in favor of such Borrower, that Borrower shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, such Borrower shall, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Administrative Agent, for the ratable benefit of the Lenders, during the continuation of an Event of Default of the proceeds of any drawing under the letter of credit, with the Administrative Agent agreeing that the proceeds of any drawing under the letter to credit are to be applied to the payment of the Obligations, for the ratable benefit of the Lenders.
(i) If a Borrower shall at any time hold or acquire a commercial tort claim in excess of $100,000, that Borrower shall promptly notify the Administrative Agent in a writing signed by such Borrower of the brief details thereof and grant to the Administrative Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon demandthe terms of this Agreement, with such writing to be in form and substance satisfactory to the Administrative Agent.
(j) If required by the Administrative Agent, each Borrower that owns any Intellectual Property that is registered with the United States Patent and Trademark Office or the United States Copyright Office, shall execute and deliver an Intellectual Property Assignment and shall record such Intellectual Property Assignment with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.
(k) Each Borrower further agrees to take any other action reasonably requested by the Administrative Agent to insure the attachment, perfection and first priority of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and all of the Collateral, for the ratable benefit of the Lenders, including, without limitation, (1) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that such Borrower’s signature thereon is required therefor, (2) causing the Administrative Agent’s name to be noted as the Lender on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, held for the ratable benefit of the Lenders, (3) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, held for the ratable benefit of the Lenders, (4) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on Collateral, (5) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent and (6) taking all actions required by any earlier versions of the Uniform Commercial Code or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction.
Appears in 1 contract
Perfection of Security Interest. Each Borrower authorizes Bank to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrower of the kind pledged hereunder, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent Borrower, if applicable. Any such financing statements may be filed by Bank at any time in any jurisdiction whether or not Division 9 of the Code is then in effect in that jurisdiction, provided, however, Bank shall use commercially reasonable efforts to protectpromptly notify Borrower of any such filing, exercise or enforce its rights hereunder although failure by Bank to provide such notification will not be considered a breach under this Agreement. Borrower shall from time to time endorse and deliver to Bank, at the request of Bank, all Negotiable Collateral and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfection of Bank’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall have possession of the Collateral, includingexcept where expressly otherwise provided in this Agreement or where Bank chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral with a value in excess of One Million Dollars ($1,000,000) is in possession of a third party bailee, but not limited to, Borrower shall take such steps as Bank reasonably requests for Bank to (i) immediately discharging all Liens other than Permitted Encumbrancesobtain an acknowledgment, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentBank, relating of the bailee that the bailee holds such Collateral for the benefit of Bank, (ii) obtain “control” of any Collateral consisting of investment property, deposit accounts, securities accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Division 9 of the Code) by causing the securities intermediary or depositary institution or issuing bank to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements may have Bank. Borrower will not create any chattel paper without placing a description of collateral which is broader than legend on the chattel paper acceptable to Bank indicating that set forth herein, including without limitation Bank has a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur security interest in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandchattel paper.
Appears in 1 contract
Perfection of Security Interest. Each Borrower (a) The Issuer hereby represents and each Guarantor shall take warrants, as of the closing date, that:
(i) this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee on behalf of the Holders of the Notes including the Series 2001-1 Noteholders, which security interest is prior to all action that may be necessary other liens, and is enforceable as such as against creditors of and purchasers from the Issuer;
(ii) the Receivables constitutes "accounts" within the meaning of the applicable UCC;
(iii) the Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or desirableencumbrance of any Person;
(iv) the Issuer has caused or will have caused, or that Agent may requestwithin ten days, so as at the filing of all times appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to maintain perfect the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, Receivables granted to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion Indenture Trustee on behalf of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part Holders of the Collateral in each case to Notes including the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and Series 2001-1 Noteholders hereunder;
(v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating other than the security interest granted to the creationIndenture Trustee, validitypursuant to this Agreement, perfectionthe Issuer has not pledged, maintenance or continuation of Agent’s assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and Lien under is not aware of any financing statements against the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have Issuer that include a description of collateral which covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee. The Issuer is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” not aware of any Borrower). All charges, expenses and fees Agent judgment or tax lien filings against the Issuer.
(b) The Indenture Trustee may incur in doing not waive a breach of any of the foregoingforegoing representations unless prior to such waiver (1) it has notified Standard & Poor's Rating Service ("S&P") of its intention to waive such breach and S&P has informed the Indenture Trustee, and any local taxes relating thereto shall be paid the Indenture Trustee has informed the Series 2001-1 Noteholders, as to Agent for its benefit whether such waiver will result in a downgrade of the Series 2001-1 Notes and for (2) the ratable benefit Indenture Trustee has subsequently received the unanimous consent of Lenders immediately upon demandthe Series 2001-1 Noteholders to such waiver.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor of its Subsidiaries ------------------------------- shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) obtainingobtaining landlords', to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept warehouseman's or other business locations of Borrowers at which a material portion of the Collateral is locatedmortgagees' lien waivers, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specifyreasonably request, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (ivd) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. Agent is hereby authorized to file financing statements in accordance with the Uniform Commercial Code as adopted in the Commonwealth of Massachusetts from time to time to the extent consistent herewith. By its signature their signatures hereto, Borrower and each Borrower of its Subsidiaries hereby authorizes Agent to file against Borrower or such BorrowerSubsidiary, one or more financing, financing continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower)) to the extent consistent herewith. All reasonable charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrower's Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor The Seller shall take all action that may be necessary or desirable, or that Agent the Buyer may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agentthe Buyer’s security interest in and Lien on the Collateral or to enable Agent the Buyer to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, delivering to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to AgentBuyer, endorsed or accompanied by such instruments of assignment as Agent the Buyer may specify, and stamping or marking, in such manner as Agent the Buyer may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (ivii) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Buyer, and (viii) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, hypothecs notices and assignments, in each case in form and substance satisfactory to Agentthe Buyer, relating to the creation, validity, perfection, maintenance or continuation of Agentthe Buyer’s security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower The Buyer is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to without the signature of Seller in accordance with the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of or any Borrower)other applicable law. All charges, expenses and fees Agent the Buyer may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall, at Buyer’s request, be charged to Seller’s Account and added to the Obligations, or, at the Buyer’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders Buyer immediately upon demand. Buyer agrees to execute and deliver to Seller from time to time such subordination agreements as Seller may request and as are necessary to give to other Buyers which finance equipment for Seller a first priority security interest in the equipment financed so long as the Liens and the indebtedness incurred with respect to such equipment financing are permitted under this Agreement. Within 21 days after demand, Seller shall cause execution and delivery of control agreements with Seller’s deposit accounts in forms reasonably acceptable to Buyer, subject to delays if caused by such banks, and take such other action as is necessary to perfect Buyer’s first lien security interest in Seller’s deposit accounts with all of its banks (collectively “Control Account Perfection”), and, upon request by Buyer, Seller further agrees to obtain Control Account Perfection within 21 days after any new deposit accounts are established with any of its banks from time to time. Seller’s failure to obtain the Control Account Perfection within 21 days after the Closing and, with respect to new deposit accounts that are subsequently established, within 21 days after such account or accounts are established, shall in either event constitute an Event of Default except to the extent delays are caused by or due to the acts or delay of the applicable banks. Within 14 days of the Closing, , Seller shall file all necessary filings with the U.S. Patent and Trademark office, in forms reasonably acceptable to Buyer, to evidence and effectuate Buyer’s first lien security interest in the Seller’s registered Patents and registered Trademarks.
Appears in 1 contract
Perfection of Security Interest. Each Borrower In furtherance of the grant of the pledge and security interest pursuant to Section 2(a) above, Pledgor hereby agrees with Lender as follows:
(i) If the Pledged Interest is not currently represented or evidenced by certificates or Instruments, Pledgor shall, upon the execution of this Agreement (A) cause the Mortgagor to create a registration book for the registration of all ownership interests in Mortgagor and cause Mortgagor to register in such book Pledgor’s pledge of the Pledged Interest to Lender together with the notation that all distributions are to be disbursed to Lender as required under this Agreement, and (B) cause the Mortgagor to agree to comply with any and all unilateral directions and other Instructions from Lender concerning such Pledged Interest given in accordance with this Agreement, without any further consent of (or regardless of contrary instructions of) Pledgor or any other person.
(ii) Concurrently with the execution and delivery of this Agreement, Pledgor is delivering to Lender an assignment of membership interest in blank (the “Assignment of Interest”), in the form set forth on Exhibit A hereto, for the Pledged Interest, transferring all of the Pledged Interest in blank, duly executed by Pledgor and undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default pursuant to Section 6(a) below, to transfer to, and to designate on the Assignment of Interest, any Person to whom the Pledged Interest is sold in accordance with the provisions hereof.
(iii) To the extent the Pledged Interest hereafter is represented or evidenced by certificates, Instruments or other writings (other than the Operating Agreement) whether in bearer or registered form, Pledgor shall within three (3) days of receipt of any such certificates, Instruments or other writings (A) deliver to Lender such certificates, Instruments or other writings, as applicable and (B) deliver to Lender all necessary powers, instruments of transfer or assignment, each Guarantor undated and duly executed in blank.
(iv) Regardless of whether the Collateral is represented or evidenced by certificates, Instruments or other writings, Pledgor shall take do all action that may be other acts and deliver such other documents, and cause Mortgagor to do the same, as Lender reasonably deems necessary or desirable, desirable (or that Agent may request, so as at all times to maintain are otherwise required by the validity, laws of the jurisdiction governing perfection, enforceability and the effect of perfection or nonperfection or the priority of AgentLender’s security interest) in order to perfect such security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any In furtherance of the foregoing, and any local taxes relating thereto Pledgor hereby authorizes Lender to file such UCC financing statements against Pledgor as Lender shall be paid deem necessary or desirable containing a description of the Collateral pledged by Pledgor sufficient to Agent for its benefit and for satisfy the ratable benefit requirements of Lenders immediately upon demandArticle 9 of the UCC (the “ UCC Financing Statements”).
Appears in 1 contract
Sources: Senior Mezzanine Pledge and Security Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of AgentLender’s and each other Secured Party’s security interest in and Lien on the Collateral or to enable Agent Lender and each other Secured Party to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, obtaining Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedAgreements, (iii) delivering to AgentLender, endorsed or accompanied by such instruments of assignment as Agent Lender may specify, and stamping or marking, in such manner as Agent Lender may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Lender, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating to the creation, validity, perfection, maintenance or continuation of AgentLender’s and each other Secured Party’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent L▇▇▇▇▇ and each other Secured Party to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent Lender (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral Collateral as “all assets’ ” and/or “all personal property” of any Borrower). All charges, expenses and fees Agent Lender and each other Secured Party may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Lender’s option, shall be paid by Borrowers to Agent for its benefit Lender and for the ratable benefit of Lenders each other Secured Party immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Quality Gold Holdings, Inc.)
Perfection of Security Interest. Each (1) Borrower shall make the appropriate notation in its books and records that the Pledged Participation Interests held by Borrower are subject to a security interest pursuant to this Pledge Agreement. All certificates representing or evidencing the Pledged Participation Interests shall be delivered to and held by Lender concurrently with the execution of this Agreement and shall be accompanied by duly executed instruments of transfer, assignment in blank, all in form and substance satisfactory to Lender.
(2) Upon the written request of Lender, Borrower will take any and all additional actions required to perfect the security interest of Lender in each and every item of Collateral. If any or all of the Collateral is represented by certificates or instruments then all such certificates and instruments representing or evidencing the Collateral shall be delivered to and held by or on behalf of Lender pursuant to this Pledge Agreement, and shall be in suitable form for transfer and delivery. Lender has the right, at any time in its discretion to register the Collateral in the name of Lender or its nominee. If any or all of the Collateral is an uncertificated security then, Borrower will take all actions required by Lender, in its sole discretion, to either (x) register such security in the name of Lender or (y) cause the issuer of the uncertificated security to agree in writing that it will comply with instructions originated by the Lender without further consent of the registered owner of such uncertificated security. Borrower hereby authorizes Lender to file, without the signature of Lender, one or more financing or continuation statements and amendments, and attachments thereto, relating to all or any part of the Collateral.
(3) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at any time, in its discretion upon notice to Borrower to transfer to or to register in the name of Lender or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Agreement, Borrower shall deliver to Lender an assignment endorsed by Borrower in blank (an "Assignment of Interest"), for the Pledged Participation Interests, transferring all of such Pledged Participation Interests in blank, duly executed by Borrower and each Guarantor undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Borrower, to transfer to, and to designate any and all Borrower's Assignment of Interest, to any Person to whom the Pledged Participation Interests are sold in accordance with the provisions hereof. In addition, Lender shall have the right at any time to exchange any Assignment of Interest representing or evidencing the Pledged Participation Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Participation Interests represented or evidenced thereby, subject to the terms thereof.
(4) Immediately upon its acquisition (directly or indirectly) of any and all new or additional Collateral, Borrower will (1) notify Lender of the acquisition of such Collateral, (2) take all steps required to pledge such Collateral under this Pledge Agreement, and (3) take all actions required to perfect the security interest of Lender in such Collateral. If delivery of such new or additional Collateral is required under the prior sentence, then prior to such delivery, Borrower agrees that all such Collateral will be held separate and apart from its other property and in express trust for Lender.
(5) Borrower will not take any actions or fail to perform any of its duties or obligations under this Pledge Agreement so that after giving effect to such action or inaction Lender will not then, or with the passage of time, cease to have a perfected first priority security interest in any of the Collateral. Borrower agrees that from time to time, it will promptly execute and deliver all further instruments and documents, and take all further action, including but not limited to any and all of the actions specified above in this Section that may be necessary or desirable, or that Agent Lender may request, so as at all times in order to maintain the validity, perfection, enforceability perfect and priority of Agent’s protect any security interest in and Lien on the Collateral granted or purported to be granted under this Pledge Agreement or to enable Agent Lender to protect, exercise or and enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders remedies under this Pledge Agreement with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoingCollateral.
(6) Borrower acknowledges and agrees that the Pledged Participation Interest is a certificated security (as defined under the UCC) and that the Pledged Participation Interests are "securities" governed by and within the meaning of Article 8 of the UCC.
(7) Borrower will not (1) change the location of its chief executive office or principal place of business, and any local taxes relating thereto shall be paid to Agent for (2) change its benefit and for name, identity, or structure, or (3) reorganize under the ratable benefit laws of Lenders immediately upon demandanother jurisdiction.
Appears in 1 contract
Sources: Pledge and Security Agreement (Winthrop Realty Trust)
Perfection of Security Interest. Each Borrower (a) The Issuer hereby represents and each Guarantor shall take warrants, as of the closing date, that:
(i) this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee on behalf of the Holders of the Notes including the Series 2002-2 Noteholders, which security interest is prior to all action that may be necessary other liens, and is enforceable as such as against creditors of and purchasers from the Issuer;
(ii) the Receivables constitute "accounts" within the meaning of the applicable UCC;
(iii) the Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or desirableencumbrance of any Person;
(iv) the Issuer has caused or will have caused, or that Agent may requestwithin ten days, so as at the filing of all times appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to maintain perfect the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, Receivables granted to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion Indenture Trustee on behalf of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part Holders of the Collateral in each case to Notes including the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and Series 2002-2 Noteholders hereunder;
(v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating other than the security interest granted to the creationIndenture Trustee, validitypursuant to this Agreement, perfectionthe Issuer has not pledged, maintenance or continuation of Agent’s assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and Lien under is not aware of any financing statements against the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have Issuer that include a description of collateral which covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” not aware of any Borrower). All charges, expenses and fees Agent judgment or tax lien filings against the Issuer.
(b) The Indenture Trustee may incur in doing not waive a breach of any of the foregoingforegoing representations unless prior to such waiver (1) it has notified Standard & Poor's Rating Service ("S&P") of its intention to waive such breach and S&P has informed the Indenture Trustee, and any local taxes relating thereto shall be paid the Indenture Trustee has informed the Series 2002-2 Noteholders, as to Agent for its benefit whether such waiver will result in a downgrade of the Series 2002-2 Notes and for (2) the ratable benefit Indenture Trustee has subsequently received the unanimous consent of Lenders immediately upon demandthe Series 2002-2 Noteholders to such waiver.
Appears in 1 contract
Perfection of Security Interest. Each Borrower authorizes Bank to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrower of the kind pledged hereunder, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent Borrower, if applicable. Any such financing statements may be filed by Bank at any time in any jurisdiction whether or not Revised Division 9 of the Code is then in effect in that jurisdiction. Borrower shall from time to protecttime endorse and deliver to Bank, exercise or enforce its rights hereunder at the request of Bank, all Negotiable Collateral and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfection of Bank’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall have possession of the Collateral, including, but not limited to, except where expressly otherwise provided in this Agreement or where Bank chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding property of Borrower and/or its Subsidiaries may be located with a value less than $25,000 at any one location or less than $100,000 in the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedaggregate for all such locations), (iii) delivering Borrower shall take such steps as Bank requests for Bank to Agentobtain an acknowledgment, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentBank, relating of the bailee that the bailee holds such Collateral for the benefit of Bank. Other than with respect to the creationExcluded Deposit Accounts, validityBorrower shall obtain “control” of any Collateral consisting of investment property, perfectiondeposit accounts, maintenance securities accounts, letter-of-credit rights or continuation electronic chattel paper (as such items and the term “control” are defined in Revised Division 9 of Agent’s security interest and Lien under the Uniform Commercial Code Code) by causing the securities intermediary or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent depositary institution or issuing bank to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements Bank. Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Bank indicating that Bank has a security interest in the chattel paper. Borrower from time to time may have a description deposit with Bank specific cash collateral to secure specific Obligations; Borrower authorizes Bank to hold such specific balances in pledge and to decline to honor any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of collateral which is broader than that set forth hereinsuch balances for so long as the specific Obligations are outstanding. April 4, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.2012
Appears in 1 contract
Sources: Loan and Security Agreement
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirablenecessary, or that Agent Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of AgentLender’s security interest in and Lien on the Collateral or to enable Agent Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately promptly discharging all Liens other than Permitted Encumbrances, (ii) obtaining, using commercially reasonable efforts to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the obtain Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedAccess Agreements, (iii) delivering to AgentLender, endorsed or accompanied by such instruments of assignment as Agent Lender may specify, and stamping or marking, in such manner as Agent Lender may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and Lender subject to the Required Lenders with respect to locations at which a material portion of the Collateral is located limitations set forth in Section 4.15(h) herein, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to AgentLender, relating to the creation, validity, perfection, maintenance or continuation of Agent▇▇▇▇▇▇’s security interest and Lien under the Uniform Commercial Code or other domestic Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent Lender to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent Lender (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent ▇▇▇▇▇▇ may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be paid charged to Agent for its benefit Borrower’s Account as a Revolving Advance of a Domestic Rate Loan and for added to the ratable benefit of Lenders immediately upon demandObligations.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Capstone Holding Corp.)
Perfection of Security Interest. (a) Each Borrower hereby irrevocably authorizes the Administrative Agent, for the ratable benefit of the Lenders, at any time and each Guarantor shall take all action from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (1) indicate the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging as all Liens assets of such Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9A of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (2) contain any other than Permitted Encumbrancesinformation required by part 5 of Article 9A of the Uniform Commercial Code of the State or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Borrower is an organization, the type of organization and any organization identification number issued to such Borrower and, (ii) obtainingin the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Borrower agrees to furnish any such information to the extent reasonably requested by Administrative Agent promptly upon request. Each Borrower also ratifies its authorization for the Required Lenders following Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the Closing Datedate hereof.
(b) Without providing at least 10 days’ prior written notice to the Administrative Agent, Lien Waiver Agreements for Borrowers’ no Borrower shall change its name, its type of organization, jurisdiction of organization or other legal structure, its place of business or, if more than one, chief executive officesoffice, locations where books or its mailing address or organizational identification number if it has one. If a Borrower does not have an organizational identification number and records regarding later obtains one, such Borrower shall forthwith notify the Collateral are kept Administrative Agent of such organizational identification number.
(c) If a Borrower shall at any time hold or other business locations of Borrowers at which a material portion acquire any promissory notes or tangible chattel paper as part of the Collateral is locatedCollateral, (iii) delivering such Borrower shall forthwith endorse, assign and deliver the same to the Administrative Agent, endorsed or for the ratable benefit of the Lenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify, provided that if no Default or Event of Default has occurred and stamping is continuing, provisions of this paragraph shall not apply to promissory notes and tangible chattel paper with an aggregate face value of not greater than $500,000.
(d) For each deposit account that a Borrower at any time opens or markingmaintains, such Borrower shall, at the Administrative Agent’s request, pursuant to a control agreement in form and substance reasonably satisfactory to the Administrative Agent, cause the depositary bank to agree to comply at any time during the continuation of an Event of Default with instructions from the Administrative Agent to such manner depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of such Borrower. The Administrative Agent agrees with each Borrower that the Administrative Agent shall not give any such instructions or withhold any withdrawal rights from such Borrower, unless an Event of Default has occurred and is continuing or would occur as a result thereof. The provisions of this paragraph shall not apply to (i) any deposit account for which a Borrower, the depositary bank and the Administrative Agent have entered into a cash collateral agreement specially negotiated among such Borrower, the depositary bank and the Administrative Agent for the specific purpose set forth therein, (ii) deposit accounts for which the Administrative Agent is the depositary, (iii) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Borrower’s salaried employees, (iv) deposit accounts for which such Borrower is acting as an agent to distribute funds other than funds of the Borrower to a third party and (v) if no Default or Event of Default has occurred and is continuing, deposit accounts which in the aggregate hold funds not in excess of $500,000.
(e) If a Borrower shall at any time hold or acquire any certificated securities, such Borrower shall, upon the Administrative Agent’s written request therefor, forthwith endorse, assign and deliver the same to the Administrative Agent to be held as Collateral for the ratable benefit of the Lenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by a Borrower are uncertificated and are issued to such Borrower or its nominee directly by the issuer thereof, that Borrower shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, cause the issuer to agree to comply during the continuation of an Event of Default with instructions from the Administrative Agent as to such securities, without further consent of such Borrower or such nominee. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by a Borrower are held by such Borrower or its nominee through a securities intermediary or commodity intermediary, such Borrower shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request, pursuant to a securities control agreement in form and all chattel papersubstance reasonably satisfactory to the Administrative Agent, instrumentscause such securities intermediary or (as the case may be) commodity intermediary to agree to comply during the continuation of an Event of Default with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such securities or other investment property, letters or (as the case may be) to apply any value distributed on account of credits and advices thereof and documents evidencing or forming a part of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, in each case without further consent of such Borrower or such nominee. The Administrative Agent agrees with each Borrower that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the extent exercise of any withdrawal or dealing rights by such Borrower, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to (i) any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary and (ii) if no Default or Event of Default has occurred and is continuing, financial assets with an aggregate value not in excess of $500,000.
(f) If any goods with an aggregate book value in excess of $500,000 are at any time in the possession of a bailee, each Borrower shall promptly notify the Administrative Agent thereof and, if requested by the Administrative Agent, shall promptly obtain an acknowledgement from the bailee, in form and substance reasonably satisfactory to the Administrative Agent, that the bailee holds such Collateral for the benefit of the Administrative Agent and shall act upon the instructions of the Administrative Agent, without the further consent of such Borrower. The Administrative Agent agrees with each Borrower that the Administrative Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Borrower with respect to the bailee.
(g) If a Borrower at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Borrower shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent, for the ratable benefit of the Lenders, control, under §9-105 of the Uniform Commercial Code, of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Administrative Agent agrees with each Borrower that the Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for such Borrower to make alterations to the electronic chattel paper or transferable record permitted under UCC §9-105 or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce ▇▇▇ ▇▇ §▇▇ of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Borrower with respect to such electronic chattel paper or transferable record. The provisions of this paragraph shall not apply, if no Default or Event of Default has occurred and is continuing, to electronic chattel paper and transferable records with an aggregate book value not in excess of $500,000.
(h) If a Borrower is at any time a beneficiary under a letter of credit now or hereafter issued in favor of such Borrower, that Borrower shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, such Borrower shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Administrative Agent, for the ratable benefit of the Lenders, during the continuation of an Event of Default of the proceeds of any drawing under the letter of credit, with the Administrative Agent agreeing that the proceeds of any drawing under the letter to credit are to be applied to the payment of the Obligations, for the ratable benefit of the Lenders. The provisions of this paragraph shall not apply, if no Default or Event of Default has occurred and is continuing, to letters of credit with an aggregate face value not in excess of $500,000.
(i) If a Borrower shall at any time hold or acquire a commercial tort claim in excess of $500,000, that Borrower shall promptly notify the Administrative Agent in a writing signed by such Borrower of the brief details thereof and grant to the Administrative Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent.
(ivj) entering intoIf required by the Administrative Agent, each Borrower that owns any Intellectual Property that is registered with the United States Patent and Trademark Office or the United States Copyright Office, shall execute and deliver an Intellectual Property Assignment and shall record such Intellectual Property Assignment with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. The provisions of this paragraph shall not apply, if no Default or Event of Default has occurred and is continuing, to the extent Intellectual Property with an aggregate value not in excess of $500,000.
(k) Each Borrower further agrees to take any other action reasonably requested by the Required Lenders following Administrative Agent to insure the Closing Dateattachment, warehousingperfection and first priority of, lockbox and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and all of the Collateral, for the ratable benefit of the Lenders, including, without limitation, (1) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that such Borrower’s signature thereon is required therefor, (2) causing the Administrative Agent’s name to be noted as the Lender on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, held for the ratable benefit of the Lenders, (3) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, held for the ratable benefit of the Lenders, (4) obtaining governmental and other custodial arrangements reasonably satisfactory to Agent third party consents and the Required Lenders with respect to locations at which a material portion approvals, including without limitation any consent of the Collateral is located any licensor, lessor or other person obligated on Collateral, (5) obtaining waivers from mortgagees and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case landlords in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation Administrative Agent and (6) taking all actions required by any earlier versions of Agent’s security interest and Lien under the Uniform Commercial Code or by other Applicable Law. By its signature heretolaw, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandforeign jurisdiction.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor The Company shall take all action that may be necessary or desirable, or that Agent TCS may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agentthe Company’s security interest in and Lien lien on the Collateral or to enable Agent TCS to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted EncumbrancesEncumbrances (as defined in the Credit Agreement), (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedobtaining lien waiver agreements, (iii) delivering to AgentTCS, endorsed or accompanied by such instruments of assignment as Agent TCS may specify, and stamping or marking, in such manner as Agent TCS may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located TCS, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentTCS, relating to the creation, validity, perfection, maintenance or continuation of AgentTCS’s security interest and Lien lien under the Uniform Commercial Code or other Applicable Lawapplicable law. TCS is hereby authorized to file financing statements in accordance with the Uniform Commercial Code as adopted in the relevant jurisdiction from time to time. By its signature hereto, each Borrower the Company hereby authorizes Agent TCS to file against such Borrowerthe Company, one or more financing, financing continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent the Company (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral herein and which may describe the Collateral as “all assets’ and/or ” or “all personal property” of any Borrower”). All charges, expenses and fees Agent TCS may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be added to the Reimbursement Obligations, or, at TCS’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders TCS immediately upon demand.
Appears in 1 contract
Sources: Reimbursement and Security Agreement (Apac Customer Service Inc)
Perfection of Security Interest. Each Borrower authorizes Lender to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of such Borrower of the kind pledged hereunder, and (ii) contain any other information required by the Code, or, if applicable, the Personal Property Security Act (Ontario) or the Personal Property Security Act (British Columbia) for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether such Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent to protectsuch Borrower, exercise or enforce its rights hereunder and in if applicable. Each Borrower shall have possession of the Collateral, includingexcept where expressly otherwise provided in this Agreement or where Lender chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, but not limited to, each Borrower shall take such steps as Lender reasonably requests for Lender to (i) immediately discharging all Liens other than Permitted Encumbrancessubject to Section 7.10 below, (ii) obtainingobtain an acknowledgment, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating of the bailee that the bailee holds such Collateral for the benefit of Lender, and (ii) obtain “control” of any Collateral consisting of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Revised Article 9 of the Code) by causing the securities intermediary or depositary institution or issuing Lender to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements may have Lender. No Borrower will create any chattel paper without placing a description of collateral which is broader than legend on the chattel paper acceptable to Lender indicating that set forth herein, including without limitation Lender has a description of collateral security interest in the chattel paper. Each Borrower shall take such other actions as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid Lender requests to Agent for perfect its benefit and for the ratable benefit of Lenders immediately upon demandsecurity interests granted under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Trupanion Inc.)
Perfection of Security Interest. Each Borrower Seller authorizes Purchasers to file at any time financing statements, continuation statements and each Guarantor shall take all action amendments thereto, and additional security agreements, that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of Seller of the kind pledged hereunder, and (ii) contain any other information required by the Codes for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Seller is an organization, the type of organization and any organizational identification number issued to enable Agent to protectSeller, exercise or enforce its rights hereunder and in if applicable. Seller shall have possession of the Collateral, includingexcept where expressly otherwise provided in this Agreement. Where Collateral is in possession of a third party bailee, but not limited Seller shall take such steps as Purchasers reasonably request for Purchasers to, subject to the rights of Square 1 or the rights of the Seller under the Square 1 Loan Documents (as defined in the Notes) (i) immediately discharging all Liens other than Permitted Encumbrancesobtain an acknowledgment, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentPurchasers, relating to of the creationbailee that the bailee holds such Collateral for the benefit of Purchasers, validityand (ii) obtain “control” of any Collateral consisting of investment property, perfectiondeposit accounts, maintenance letter-of-credit rights or continuation electronic chattel paper (as such items and the term “control” are defined in Revised Article 9 of Agent’s security interest and Lien under the Uniform Commercial Code Code) by causing the securities intermediary or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent depositary institution or issuing banks to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code execute a control agreement in form and substance satisfactory to Agent (which statements may Purchasers. Seller will not create any chattel paper without placing a legend on the chattel paper acceptable to Purchasers indicating that Purchasers have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral security interest in the chattel paper (together with Square 1 (if applicable)). Seller shall take such other actions as “Purchasers request to perfect their security interests granted under this Agreement. The Seller shall pay any and all assets’ and/or “all personal property” third party expenses incurred by the Purchasers in connection with the preparation and filing of any Borrower)such perfection documents. All charges, expenses The Seller represents and fees Agent may incur in doing any warrants that all of the foregoingrepresentations and warranties contained in the Square 1 Loan Documents with respect to the Collateral are true and correct as of the date hereof, and any local taxes relating thereto the Seller agrees to comply with all of the Seller’s obligations contained in the Square 1 Loan Documents with respect to the Collateral. In the event the Square 1 Facility is repaid in full, the Seller shall, and shall be paid cause its Subsidiaries to, enter into an additional security agreement with respect to Agent for its benefit the Collateral in form and for substance reasonably satisfactory to the ratable benefit of Lenders immediately upon demandPurchasers.
Appears in 1 contract
Sources: Convertible Note and Warrant Purchase Agreement (LOCAL Corp)
Perfection of Security Interest. Each Borrower The representations and warranties of this Section 5 shall survive the execution of this Agreement and be deemed to be repeated on each Guarantor shall take all action date on which any item constituting Collateral is delivered as if made at and as of that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, time.
(i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part Upon transfer of the Collateral in each case the manner specified in the Custodial Agreement and the Pledge and Intercreditor Agreement and after the other actions described in the Custodial Agreement and the Pledge and Intercreditor Agreement have been taken by the appropriate parties, the Secured Parties Representative for the benefit of the Secured Parties shall have a perfected pledge of and security interest in such Collateral and all proceeds thereof (subject to Section 9-315 of the UCC), which security interest shall be prior to all other interests in such Collateral (subject to Permitted Liens) and shall be enforceable as such against any creditors of the Grantor.
(ii) The Grantor has caused or will cause, within ten days of the execution of the this Agreement, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Granted to the extent Secured Parties Representative hereunder. The Grantor hereby authorizes the filing of such financing statements including a collateral description of "all personal property." No other filings of the UCC financing statements or any other action other than those described herein, in excess the Pledge and Intercreditor Agreement and in the Custodial Agreement shall be necessary to perfect such security interest.
(iii) The Grantor owns and has good and marketable title to the Collateral free and clear of $500,000any Lien, claim or encumbrance of any person, other than (a) the Global Lien and (b) Permitted Liens.
(iv) entering into, The Grantor has received all consents and approvals required by the terms of each item of Collateral to the extent reasonably requested by Granting of the Required Lenders following security interest in the Closing DateCollateral to the Secured Parties Representative.
(v) All Collateral has been credited to the Custodial Account.
(vi) The Grantor has not consented to the Custodian compiling with entitlement orders of any person other than the Secured Parties Representative.
(vii) Other than as set forth in this Agreement and the Pledge and Intercreditor Agreement, warehousingthe Grantor has not pledged, lockbox assigned, sold, granted a security interest in, or otherwise conveyed any part of the Collateral. The Grantor has not authorized the filing of and is not aware of any financing statement against the Grantor other custodial arrangements reasonably satisfactory than any financing statement relating to the security interest granted to the Secured Parties Representative under this Agreement. The Grantor is not aware of any judgment or tax lien filing against the Grantor.
(viii) The Grantor has delivered to the Administrative Agent and the Required Lenders with respect Secured Parties Representative (if requested) an opinion or opinions in substantially the form delivered by the Borrower pursuant to locations at which a material portion Section 4.1.10(a) of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case Credit Agreement on the Closing or otherwise in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest Administrative Agent and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandSecured Parties Representative.
Appears in 1 contract
Sources: Pledge and Intercreditor Agreement (Tennenbaum Opportunities Partners V, LP)
Perfection of Security Interest. Each The Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent the Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agentthe Lender’s security interest in and Lien on the Collateral or to enable Agent the Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, delivering to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to AgentLender, endorsed or accompanied by such instruments of assignment as Agent the Lender may specify, and stamping or marking, in such manner as Agent the Lender may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (ivii) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Lender, and (viii) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, hypothecs notices and assignments, in each case in form and substance satisfactory to Agentthe Lender, relating to the creation, validity, perfection, maintenance or continuation of Agentthe Lender’s security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower The Lender is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to without the signature of Borrower in accordance with the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of or any Borrower)other applicable law. All charges, expenses and fees Agent the Lender may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall, at Lender’s request, be charged to Borrower’s Account and added to the Obligations, or, at the Lender’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders Lender immediately upon demand. Lender agrees to execute and deliver to Borrower from time to time such subordination agreements as Borrower may request and as are necessary to give to other lenders which finance equipment for Borrower a first priority security interest in the equipment financed so long as the Liens and the indebtedness incurred with respect to such equipment financing are permitted under this Agreement. Within 21 days after the Closing, Borrower shall cause execution and delivery of control agreements with Borrower’s deposit accounts in forms reasonably acceptable to Lender, subject to delays if caused by such banks, and take such other action as is necessary to perfect Lender’s first lien security interest in Borrower’s deposit accounts with all of its banks (collectively “Control Account Perfection”), and Borrower further agrees to obtain Control Account Perfection within 21 days after any new deposit accounts are established with any of its banks from time to time. Borrower’s failure to obtain the Control Account Perfection within 21 days after the Closing and, with respect to new deposit accounts that are subsequently established, within 21 days after such account or accounts are established, shall in either event constitute an Event of Default except to the extent delays are caused by or due to the acts or delay of the applicable banks. Within 14 days of the Closing, Borrower shall file all necessary filings with the U.S. Patent and Trademark office, in forms reasonably acceptable to Lender, to evidence and effectuate Lender’s first lien security interest in the Borrower’s registered Patents and registered Trademarks.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent the Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agentthe Lender’s security interest in and Lien on the Collateral or to enable Agent the Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, including (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) obtaining, using commercially reasonable efforts to obtain such Waivers as the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedLender may request, (iiic) delivering to Agentthe Lender, endorsed or accompanied by such instruments of assignment as Agent the Lender may specify, specify and stamping or marking, marking in such manner as Agent the Lender may specify, the 2013 Equity Interest Issuance Note, any and all other promissory notes that may hereafter from time to time be payable to any Loan Party, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (ivd) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, into lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Lender, and (ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form inform and substance satisfactory to Agentthe. Lender, relating to the creation, validity, perfection, maintenance or continuation of Agentthe Lender’s security interest and Lien in Collateral under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent the Lender to file against such BorrowerLoan Party, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code Code, to perfect Liens securing the Secured Obligations in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower)the Lender. All charges, expenses and fees Agent the Lender may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to the Loan Account as a Revolving Loan of a Base Rate Loan and added to the Obligations, or, at the Lender’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders Lender immediately upon demand.
Appears in 1 contract
Perfection of Security Interest. Each Borrower has represented to Lender that, upon Borrower's purchase of any Asset, the Asset will be delivered to Borrower's legal counsel for (among other purposes) review and each Guarantor such further documentation and acts as shall take all action that may be necessary to cause title to the Asset to vest in Borrower. Borrower shall deliver each Asset promptly to Lender, which, in light of the foregoing, shall be no later than fourteen (14) days after the release of such Asset by the concerned Pool Seller in accordance with Borrower's written instructions, provided, however, that, upon written request of Borrower, Lender agrees to grant its consent in writing to a later, specified date of delivery if Borrower demonstrates that such later delivery is reasonable in light of the particular circumstances attending any particular Asset or desirablepool of Assets. With respect to each of the Assets, or that Agent may requestBorrower shall deliver to Lender, so as at in accordance with the foregoing time standards, (a) the original promissory note evidencing such Asset (each such note being a "Pool Note"), (b) all times to maintain the validity, perfection, enforceability such other documentation and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, information (if any) constituting such Asset (including, but not limited to, any guaranty or settlement agreement) then delivered by the concerned Pool Seller to Borrower, and (c) with respect to each Pool Note secured by a mortgage or trust deed, either (i) immediately discharging all Liens other than Permitted Encumbrances, an assignment from such Pool Seller to Lender of the mortgage or trust deed corresponding to such Pool Note or (ii) obtaining, (A) an assignment from such Pool Seller to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept Borrower of such mortgage or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , trust deed and (vB) executing and delivering financing statements, control agreements, instruments an assignment from Borrower to Lender of pledge, mortgages, notices and assignments, such mortgage or trust deed. Each assignment of mortgage or trust deed contemplated in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.this
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirablenecessary, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, using commercially reasonable efforts to the extent reasonably requested by the Required Lenders following the Closing Date, obtain Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedAgreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, using commercially reasonable efforts to the extent reasonably requested by the Required Lenders following the Closing Date, enter into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreementsControl Agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral Collateral as “all assets’ ” and/or “all personal property” of any BorrowerLoan Party). All documented out-of-pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by the Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon not later than ten (10) Business Days after written demand.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Quantum Corp /De/)
Perfection of Security Interest. Each Borrower (a) The Issuer hereby represents and each Guarantor shall take warrants, as of the closing date, that:
(i) this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee on behalf of the Holders of the Notes including the Series 2002-1 Noteholders, which security interest is prior to all action that may be necessary other liens, and is enforceable as such as against creditors of and purchasers from the Issuer;
(ii) the Receivables constitute "accounts" within the meaning of the applicable UCC;
(iii) the Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or desirableencumbrance of any Person;
(iv) the Issuer has caused or will have caused, or that Agent may requestwithin ten days, so as at the filing of all times appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to maintain perfect the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, Receivables granted to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion Indenture Trustee on behalf of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part Holders of the Collateral in each case to Notes including the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and Series 2002-1 Noteholders hereunder;
(v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating other than the security interest granted to the creationIndenture Trustee, validitypursuant to this Agreement, perfectionthe Issuer has not pledged, maintenance or continuation of Agent’s assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and Lien under is not aware of any financing statements against the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have Issuer that include a description of collateral which covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” not aware of any Borrower). All charges, expenses and fees Agent judgment or tax lien filings against the Issuer.
(b) The Indenture Trustee may incur in doing not waive a breach of any of the foregoingforegoing representations unless prior to such waiver (1) it has notified Standard & Poor's Rating Service ("S&P") of its intention to waive such breach and S&P has informed the Indenture Trustee, and any local taxes relating thereto shall be paid the Indenture Trustee has informed the Series 2002-1 Noteholders, as to Agent for its benefit whether such waiver will result in a downgrade of the Series 2002-1 Notes and for (2) the ratable benefit Indenture Trustee has subsequently received the unanimous consent of Lenders immediately upon demandthe Series 2002-1 Noteholders to such waiver.
Appears in 1 contract
Perfection of Security Interest. Each Borrower ▇▇▇▇ its books and each Guarantor shall take all action that may be necessary or desirable, or that Agent may request, so as at all times records to maintain reflect the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on of the Collateral or to enable Administrative Agent to protect, exercise or enforce its rights hereunder and in the Collateral. Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, but not limited towithout limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Administrative Agent deems necessary or advisable. To the extent permitted by applicable law, each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may reasonably determine is appropriate. Each Obligor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) immediately discharging all Liens to assure to the Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other than Permitted Encumbrancesinstruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (iiB) obtainingwith regard to Investment Property, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books execute and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, cause any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders Securities Intermediary with respect to locations at which such Investment Property to execute a material portion of the Collateral is located , and (v) executing and delivering financing statements, securities control agreements, instruments of pledge, mortgages, notices and assignments, in each case agreement in form and substance satisfactory to the Administrative Agent, relating (C) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(f)(i) attached hereto, (D) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(ii) attached hereto and (E) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Obligor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Obligor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Obligor any notices or any similar documents which in the Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Credit Documents) or any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have terminated. In the event for any reason the law of any jurisdiction other than North Carolina becomes or is applicable to the creationCollateral of any Obligor or any part thereof, validityor to any of the Secured Obligations, perfectionsuch Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its reasonable discretion reasonably deems necessary or appropriate to preserve, maintenance or continuation protect and enforce the security interests of Agent’s security interest and Lien the Administrative Agent under the Uniform Commercial Code or law of such other Applicable Law. By its signature heretojurisdiction (and, each Borrower hereby authorizes if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent to file against may execute any and all such Borrower, one or more financing, continuation or amendment statements requested documents on behalf of such Obligor pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrowerattorney granted hereinabove). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Security Agreement (Pantry Inc)
Perfection of Security Interest. Each Borrower Execute, deliver, and/or file and each Guarantor shall take record such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all action that such other things as the Collateral Agent may be reasonably deem necessary or desirable, or that Agent may request, so as at all times appropriate
(i) to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on assure to the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateralsecurity interests hereunder, including, but not limited towithout limitation, (iA) immediately discharging all Liens other than Permitted Encumbranceswith regard to Copyrights and Copyright Licenses, a Copyright Security Agreement, (B) with regard to Patents and Patent Licenses, a Patent Security Agreement, and (C) with regard to Trademarks and Trademark Licenses, a Trademark Security Agreement, and (D) with regard to Real Estate, a Mortgage, (ii) obtainingto consummate the transactions contemplated hereby, and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, the Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office any financing statements and amendments thereto that (y) indicate the Collateral (1) as "all assets" or "all personal property" of the Grantor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (2) as being of an equal or lesser scope or with greater detail, and (z) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including
(1) whether the Grantor is an organization, the type of organization, any organization identification number issued to the Grantor, and any employer or taxpayer identification number issued to the Grantor, and (2) in the case of a financing statement filed as a fixture filing or indicating any Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which such Collateral relates. The Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. The Grantor also ratifies its authorization for the Collateral Agent or any of the other Agents to file any like financing statements or amendments thereto if filed prior to the date hereof, whether in connection with the security interests granted pursuant to this Security Agreement or the Existing Security Agreement, as applicable. The Grantor hereby agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to the Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. To the extent, if any, that the Grantor's authorization given in this subsection (f) is not sufficient, and without otherwise limiting such authorization, to file such financing statements with respect to this Security Agreement, with or without the extent reasonably requested by Grantor's signature, or to file a photocopy of this Security Agreement in substitution for a financing statement, as the Required Lenders following Collateral Agent may deem appropriate and to execute in the Closing DateGrantor's name such financing statements and amendments thereto and continuation statements which may require the Grantor's signature. If any Collateral is in the possession or control of the Grantor's agent and the Collateral Agent so requests, Lien Waiver Agreements the Grantor agrees to notify such agent in writing of the Collateral Agent's security interest therein and, upon the Collateral Agent's request, instruct them to hold all such Collateral for Borrowers’ chief executive offices, locations where the Agents' and the Lenders' account and subject to the Collateral Agent's instructions. The Grantor agrees to ▇▇▇▇ its books and records regarding to reflect the Collateral are kept or other business locations of Borrowers at which a material portion security interest of the Collateral Agent in the Collateral. The Grantor acknowledges that it is locatednot authorized to file any financing statement or amendment or release or partial release or termination statement or with respect to any financing statement filed by any Agent or any Lender in connection with the Existing Security Agreement, (iii) delivering to Agent, endorsed this Security Agreement or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part other Credit Document without the prior written consent of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and agrees that it will not do so without the Required Lenders with respect to locations at which a material portion prior written consent of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating subject to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien Grantor's rights under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any Section 9-509(d)(2) of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandUCC.
Appears in 1 contract
Sources: Security Agreement (Friedmans Inc)
Perfection of Security Interest. Each Borrower Guarantor hereby irrevocably authorizes Lender to file financing statement(s) describing the Collateral in all public offices deemed necessary by L▇▇▇▇▇, and each Guarantor shall to take any and all action actions, including, without limitation, filing all financing statements, continuation financing statements and all other documents that Lender may reasonably determine to be necessary or desirable, or that Agent may request, so as at all times to perfect and maintain the validity, perfection, enforceability and priority of Agent’s L▇▇▇▇▇'s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and interests in the Collateral. Guarantor shall have possession of the Collateral, includingexcept where expressly otherwise provided in this Agreement or where Lender chooses to perfect its security interest by possession, but whether or not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, in addition to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations filing of Borrowers at which a material portion of the financing statement. Where Collateral is locatedin the possession of a third party, (iii) delivering to Agent, endorsed or accompanied by such instruments Guarantor will join with L▇▇▇▇▇ in notifying the third party of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of AgentL▇▇▇▇▇’s security interest and Lien under obtaining an acknowledgement from the Uniform Commercial Code third party that it is holding the Collateral for the benefit of Lender. Guarantor will cooperate with Lender in obtaining control with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights, and Electronic Chattel Paper. Guarantor will not create any Chattel Paper without placing a legend on the Chattel Paper acceptable to Lender indicating that Lender has a security interest in the Chattel Paper. Guarantor shall pay the cost of filing or recording all financing statement(s) and other Applicable Lawdocuments. By its signature hereto, each Borrower hereby authorizes Agent G▇▇▇▇▇▇▇▇ agrees to file against such Borrower, one or more financingpromptly execute and deliver to Lender all financing statements, continuation or amendment statements pursuant to the Uniform Commercial Code financing statements, assignments, certificates of title, applications for vehicle titles, affidavits, reports, notices, schedules of Accounts, designations of Inventory, letters of authority and all other documents that Lender may reasonably request in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “Lender to perfect and maintain L▇▇▇▇▇'s security interests in the Collateral. In order to fully consummate all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoingtransactions contemplated hereunder, Guarantor shall make appropriate entries on its books and any local taxes relating thereto shall be paid to Agent for its benefit and for records disclosing L▇▇▇▇▇'s security interests in the ratable benefit of Lenders immediately upon demandCollateral.
Appears in 1 contract
Sources: Security Agreement (Enservco Corp)
Perfection of Security Interest. Each Borrower Grantor hereby authorizes Lender to prepare and each Guarantor shall take all action that file such financing statements and notices (including renewal statements and in lieu statements) or amendments thereof or supplements thereto or other instruments as the Lender may be from time to time deem necessary or desirable, or that Agent may request, so as at all times appropriate to perfect and maintain the validitysecurity interests granted hereunder in accordance with the UCC and the rules and regulations of the United States Patent and Trademark Office and, perfectionsubject to Permitted Liens, enforceability and to ensure the first priority of Agent’s such security interests. Any financing statement filed by the Lender may contain a general description of the collateral covered thereby, as permitted by the UCC and the rules and regulations of the United States Patent and Trademark Office, which states that the security interest attaches to all personal property or to all assets of the Grantor. Grantor shall from time to time upon request by the Lender also execute and deliver to the Lender such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Lender may reasonably request) and do all such other things as the Lender may reasonably deem necessary or appropriate (i) to assure the Lender that its security interests hereunder are perfected and, subject to Permitted Liens, of the first priority, including, without limitation, such financing statements (including renewal statements and in lieu statements) or amendments thereof or supplements thereto or other instruments as the Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder and to ensure the first priority (subject to Permitted Liens) thereof in accordance with the UCC; (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Lender of its rights and interests hereunder. Grantor hereby irrevocably authorizes and appoints the Lender as Grantor's attorney-in-fact, at Grantor's cost and expense, to file, record and register any and all of the Lender's security interest in Intellectual Property of the Grantor with the United States Patent and Lien on Trademark Office or the United States Copyright Office. In the event for any reason the law of any jurisdiction other than Colorado becomes or is applicable to the Collateral of Grantor or any part thereof, or to enable Agent any of the Indebtedness, Grantor agrees from time to protecttime upon request of the Lender to execute and deliver all such instruments and to do all such other things as the Lender in its reasonable discretion deems necessary or appropriate to preserve, exercise or protect and enforce the security interests of the Lender and the first priority thereof (subject to Permitted Liens) under the law of such other jurisdiction (and, if Grantor shall fail to do so promptly upon the request of the Lender, then the Lender may execute any and all such requested documents on behalf of Grantor pursuant to the power of attorney granted hereinabove). Such Grantor agrees to mark its rights hereunder books and records to reflect the security interest of the Le▇▇▇▇ in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirablenecessary, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, obtaining Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedas provided in Section 7.19 hereof, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may reasonably specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (ivd) entering into, using commercially reasonably efforts to the extent reasonably requested by the Required Lenders following the Closing Date, enter into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral Collateral as “all assets’ ” and/or “all personal property” of any BorrowerLoan Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by the Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandLenders.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (AutoWeb, Inc.)
Perfection of Security Interest. (a) Each Borrower and each Guarantor Credit Party shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept obtaining landlords' or other business locations of Borrowers at which a material portion of the Collateral is locatedmortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may reasonably specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox lockbox, bailee and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code UCC or other Applicable Law. By its signature hereto, each Borrower hereby authorizes applicable law.
(b) Agent may at any time and from time to time file against such Borrower, one or more financingfinancing statements, continuation statements and amendments thereto that describe the Collateral as "all assets" of such Credit Party and which contain any other information required by the UCC for the sufficiency or amendment filing office acceptance of any financing statements, continuation statements pursuant or amendments. Each Credit Party agrees to the Uniform Commercial Code furnish any such information to Agent promptly upon request.
(c) Each Credit Party shall, at any time and from time to time, take such steps as Agent may reasonably request (i) to obtain an acknowledgment, in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth hereinAgent, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrowerbailee having possession of any of the Collateral, stating that the bailee holds such Collateral for Agent, (ii) to obtain "control" of any letter-of-credit rights, deposit accounts or electronic chattel paper (as such terms are defined in the UCC with corresponding provisions thereof defining what constitutes "control" for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to Agent, and (iii) otherwise to insure the continued perfection and priority of Agent's security interest in any of the Collateral for the benefit of the Lenders and of its rights therein. If any Credit Party shall at any time, acquire a "commercial tort claim" (as such term is defined in the UCC), such Credit Party shall promptly notify Agent thereof in writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to Agent, such Credit Party shall be deemed to thereby grant to Agent for the benefit of the Lenders (and each Credit Party hereby grants to Agent, for the benefit of each Lender) a security interest and lien in and to such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement.
(d) Each Credit Party hereby confirms and ratifies all UCC financing statements filed by Agent with respect to such Credit Party on the date of this Agreement.
(e) All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers' Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations, or, at Agent's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Financing Agreement (Cpac Inc)
Perfection of Security Interest. Each Borrower and each Guarantor Credit Party shall take all action that may be necessary or desirablenecessary, or that the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of the Agent’s 's security interest in and Lien on the Collateral or to enable the Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, using commercially reasonable efforts to the extent reasonably requested obtain landlords' or mortgagees' lien waivers from landlords or mortgagees with respect to all Premises leased or owned by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books such Credit Party (and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedsubject to mortgage), (iii) delivering to the Agent, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory acceptable to the Agent and in its sole discretion including the Required Lenders with respect to locations at which a material portion of the Collateral is located Blocked Account Agreements, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory acceptable to Agentthe Agent in its sole discretion, relating to the creation, validity, perfection, maintenance or continuation of the Agent’s 's security interest and Lien under the Uniform Commercial Code Code, and with respect to Collateral in which a security interest may not be perfected by filing a financing statement in accordance with the Uniform Commercial Code, by appropriate filings and/or registrations with or in appropriate governmental offices or by appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office and (vi) taking such further similar action as Agent shall reasonably request. Each Credit Party authorizes the filing of any financing statements or continuation statements, and amendments to financing statements or any similar document in any Applicable Jurisdiction and with any filing offices as Agent may reasonably determine are necessary or advisable to perfect the security interest granted to the Agent under Section 4.
1. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other Applicable Lawmanner as Agent shall reasonably determine is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Agent herein, including, without limitation, describing such property as "all assets" or "all personal property, whether now owned or hereafter required. By its signature hereto, each Borrower Each Credit Party also hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant chattel mortgages with respect to Aircraft-Related Collateral. Each Credit Party agrees that it shall execute collateral assignments of leases relating to Aircraft Related Collateral owned by the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower)Evergreen Aircraft Trust. All charges, expenses and fees the Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be paid to the Agent for its benefit and for the ratable benefit of Lenders immediately upon demand. The Credit Parties agree to effect the termination of all Liens set forth on Schedule 1.2(n) within thirty (30) days after Closing.
Appears in 1 contract
Sources: Credit, Guaranty and Security Agreement (Evergreen International Aviation Inc)
Perfection of Security Interest. Each Borrower and each Guarantor Credit Party shall take all action that may be reasonably necessary or desirable, or that Agent may reasonably request, so as in order to maintain at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent and Lenders to protect, exercise or enforce its their rights hereunder and in the Collateral, including, but not limited to, including (i) immediately discharging all Liens other than Permitted EncumbrancesLiens, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver obtaining Collateral Access Agreements for Borrowers’ chief executive offices, locations where books in accordance with Sections 8.16 and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located8.18, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, and (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and and/or delivering financing statements, control agreements, instruments of pledge, mortgages, notices notices, assignments and assignmentsother documents, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Each Credit Party hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements or any similar document in any applicable jurisdictions and with any filing offices as Agent may determine are necessary or advisable to file against such Borrower, one or more financing, continuation or amendment statements pursuant to perfect the Uniform Commercial Code in form and substance satisfactory security interest granted to Agent (which for its benefit and the benefit of each Lender herein. Such financing statements may have describe the Collateral in the same manner as described herein or may contain an indication or a description of collateral which that describes such property in any other manner as Agent may determine is broader than that set forth necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Agent for its benefit and the benefit of each Lender herein, including without limitation a description of collateral describing such property as “all assets’ and/or ” or “all personal property, whether now owned or hereafter acquired.” of any Borrower). All actual, out-of-pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be added to the Obligations, or, at Agent’s option, shall be paid by each Credit Party to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc)
Perfection of Security Interest. Each Borrower authorizes Bank to file at any time financing statements, continuation statements, and each Guarantor shall take all action amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrower of the kind pledged hereunder, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent Borrower, if applicable. Any such financing statements may be filed by Bank at any time in any jurisdiction whether or not Revised Article 9 of the Code is then in effect in that jurisdiction. Borrower shall from time to protecttime endorse and deliver to Bank, exercise or enforce its rights hereunder at the request of Bank, all Negotiable Collateral (other than Borrower’s Books) and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfection of Bank’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall have possession of the Collateral, including, but not limited to, except (i) immediately discharging all Liens other than Permitted Encumbrances, where expressly otherwise provided in this Agreement or where Bank chooses to perfect its security interest by possession in addition to the filing of a financing statement or (ii) obtaining, to in the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations ordinary course of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent business. Where Inventory with book value in excess of $500,0001,000,000 is in possession of a third party bailee, (iv) entering intoBorrower shall use commercially reasonable efforts to obtain an acknowledgment, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to AgentBank, relating of the bailee that the bailee holds such Inventory for the benefit of Bank (but subject to the creationgrace period and limitations set forth in Section 3.3(d)). Borrower shall obtain “control” of any Collateral consisting of investment property, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under deposit accounts located in the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant United States (but subject to the Uniform Commercial Code grace period and limitations set forth in Section 3.3(d) and the other provisions of this Agreement), letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Revised Article 9 of the Code) by causing the securities intermediary or depositary institution or issuing bank to execute a control agreement in form and substance reasonably satisfactory to Agent (which statements Bank. Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Bank indicating that Bank has a security interest in the chattel paper. Borrower from time to time may have a description deposit with Bank specific cash collateral to secure specific Obligations; Borrower authorizes Bank to hold such specific balances in pledge and to decline to honor any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of collateral which is broader than that set forth herein, including without limitation a description of collateral such balances for so long as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandspecific Obligations are outstanding.
Appears in 1 contract
Perfection of Security Interest. Each Borrower Guarantor hereby irrevocably authorizes Lender, each Secured Party and Secured Party Representative on behalf of the Secured Parties at any time and from time to time to file financing statement(s) describing the Collateral in all public offices reasonably deemed necessary by the Lender or any Secured Party, and to take any and all actions, including, without limitation, filing all financing statements, continuation financing statements and all other documents that the Lender or a Secured Party may reasonably determine to be necessary to perfect and maintain the Lender's or a Secured Party’s security interests in the Collateral. Guarantor shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where the Lender or a Secured Party chooses to perfect its security interest by possession, whether or not in addition to the filing of a financing statement. Where Collateral is in the possession of a third party, Guarantor will join with the Lender and the Secured Party Representative in notifying the third party of the Lender’s and the Secured Parties’ security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Lender and the Secured Parties. Guarantor will cooperate with the Lender and the Secured Party Representative in obtaining control with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper. Guarantor will not create any Chattel Paper without placing a legend on the Chattel Paper reasonably acceptable to the Lender and the Secured Party Representative indicating that the Lender and each Guarantor shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s Secured Party has a security interest in the Chattel Paper. Guarantor shall pay the cost of filing or recording all financing statement(s) and Lien on other documents. Guarantor agrees to promptly execute and deliver to the Collateral Lender and the Secured Party Representative all financing statements, continuation financing statements, assignments, certificates of title, applications for vehicle titles, affidavits, reports, notices, schedules of Accounts, designations of Inventory, letters of authority and all other documents that the Lender or any Secured Party may reasonably request in form reasonably satisfactory to enable Agent the Lender and the Secured Party Representative to protect, exercise or enforce its rights hereunder perfect and maintain the Lender's and the Secured Parties’ security interests in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, . The Guarantor further agrees to indemnify and hold the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books Lender and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent Secured Party and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file Secured Party Representative harmless against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” claims of any Borrower). All charges, expenses and fees Agent may incur in doing any of person or entity not a party to this Agreement concerning disputes arising over the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandCollateral.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor Credit Party shall take all action that may be reasonably necessary or desirable, or that Agent may reasonably request, so as in order to maintain at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent and Lenders to protect, exercise or enforce its their rights hereunder and in the Collateral, including, but not limited to, to (i) immediately discharging all Liens other than Permitted EncumbrancesLiens, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver obtaining Collateral Access Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedin accordance with Section 8.16, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, and (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and and/or delivering financing statements, control agreements, instruments of pledge, mortgages, notices notices, assignments and assignmentsother documents, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Each Credit Party hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements or any similar document in any applicable jurisdictions and with any filing offices as Agent may determine are necessary or advisable to file against such Borrower, one or more financing, continuation or amendment statements pursuant to perfect the Uniform Commercial Code in form and substance satisfactory security interest granted to Agent (which for its benefit and the benefit of each Lender herein. Such financing statements may have describe the Collateral in the same manner as described herein or may contain an indication or a description of collateral which that describes such property in any other manner as Agent may determine is broader than that set forth necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Agent for its benefit and the benefit of each Lender herein, including including, without limitation a description of collateral limitation, describing such property as “all assets’ and/or ” or “all personal property, whether now owned or hereafter acquired.” of any Borrower). All actual, out-of-pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be added to the Obligations, or, at Agent’s option, shall be paid by each Credit Party to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent may request, so as at all times The Lender is hereby authorized to maintain file UCC financing statements to perfect the validity, perfection, enforceability and priority of Agent’s security interest in and Lien first lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and (as defined in the Collateral, including, but not limited to, (iSecurity Agreement) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description Security Agreement upon the occurrence of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoingfollowing events:
(a) The occurrence of an Event of Default while there exist any outstanding Loans and such Event of Default has not been cured by the Borrower, or waived by the Lender, within thirty (30) days;
(b) The Borrower requests a Loan while an Event of Default is continuing, regardless of whether or not the Borrower has had any opportunity to cure such Event of Default, or whether it has been continuing for thirty (30) days or any other a particular period; or
(c) The Borrower has Loans outstanding in an aggregate amount equal to or exceeding Five Million ($5,000,000.00) Dollars (excluding any issued Letters of Credit) for a period of more than ninety (90) consecutive days. The Borrower hereby irrevocably constitutes and appoints the Lender as the Borrower’s true and lawful attorney, with full power of substitution, at the sole cost and expense of the Borrower but for the sole benefit of the Lender, to be exercised only upon the occurrence of any of the aforesaid events to sign and/or file or record on behalf of the Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of the Borrower to the Lender shall remain unpaid. Once filed, the UCC financing statements shall remain on record for not less than six (6) months. Said filings shall thereafter be terminated by the Lender, upon satisfaction of the following conditions:
(a) The Borrower’s two most recent quarterly financial statements and covenant compliance certificates demonstrate compliance with the financial covenants set forth in this Agreement; and
(b) The aggregate balance of all outstanding Loans is less than Five Million ($5,000,000.00) Dollars and it is not projected that the Borrower will require Loans during the next six (6) months, which, with the then outstanding aggregate balance of all Loans, would cause the total of all Loans to exceed Five Million ($5,000,000.00) Dollars; and
(c) No Event of Default has occurred and is continuing, and any local taxes relating thereto shall be paid to Agent for its benefit and for no event has occurred, which with the ratable benefit passage of Lenders immediately upon demandtime, or the giving of notice, or both, would constitute an Event of Default.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action actions that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s first-priority security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging authenticating, executing and delivering to Agent such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all Liens other than Permitted Encumbrancespublic offices deemed necessary or desirable by Agent in its reasonable judgment), and (ii) obtaining, do such other acts and things or cause third parties to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books do such other acts and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment things as Agent may specifydeem necessary or desirable in its reasonable discretion in order to establish and maintain a valid, attached and stamping or marking, perfected security interest in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case favor of Agent (free and clear of all other Liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion secure payment of the Collateral is located Obligations, and in order to facilitate the collection of the Collateral; provided such acts or the execution of any such documents or instruments by Borrowers shall not increase the obligations of Borrowers or decrease their rights hereunder. Each Borrower irrevocably hereby makes, constitutes and appoints Agent (vand all Persons designated by Agent for that purpose) executing as such Borrower’s true and delivering lawful attorney and agent-in-fact to execute and file such financing statements, control agreementsdocuments and other agreements and instruments, instruments of pledgewithout such Borrower’s signature, mortgages, notices and assignments, in each case in form do such other acts and substance satisfactory things as may be necessary to Agent, relating to the creation, validity, perfection, maintenance or continuation of preserve and perfect Agent’s first-priority security interest and Lien under in the Uniform Commercial Code or other Applicable LawCollateral. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of describe the collateral as “all assets’ and/or “all personal property” or a description of any Borrowersimilar import). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers as a Revolving Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandnot later than five (5) days following Agent’s demand therefor. All Liens granted to Agent hereunder and under the Loan Documents and all Collateral delivered to Agent hereunder and under the Loan Documents shall be deemed to have been granted and delivered to Agent, for the benefit of Agent and Lenders, to secure the Obligations.
Appears in 1 contract
Sources: Loan and Security Agreement (Teletouch Communications Inc)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of AgentLender’s security interest in and Lien on the Collateral or to enable Agent Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens on the Collateral other than Permitted EncumbrancesLender’s security interest, customary Liens in favor of the Custodian and customary bankers’ set-off rights, (iib) obtaining, entering into an Account Control Agreement with respect to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements Account reasonably satisfactory to Agent Lender and the Required Lenders with respect to locations at which a material portion of the Collateral is located Borrower, and (vc) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and collateral assignments, in each case in form and substance reasonably satisfactory to AgentLender, relating to the creation, validity, perfection, maintenance or continuation of AgentLender’s security interest and Lien under the Uniform Commercial Code UCC or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent Lender to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code UCC in form and substance satisfactory to Agent (which statements may have a Lender, on the condition that the description of the collateral which in any such statement only is broader than that limited to only the Collateral. Subject to any expense limitation set forth herein, including without limitation a description of collateral as “in Section 13.9 all assets’ and/or “all personal property” of any Borrower). All reasonable and documented charges, expenses and fees Agent Lender may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrower’s Account (and Borrower’s Account only) as a Revolving Advance and added to the Obligations, or, at Lender’s option, shall be paid by Borrower to Agent for its benefit and for the ratable benefit of Lenders immediately Lender upon demand.
Appears in 1 contract
Perfection of Security Interest. Each Borrower ▇▇▇▇ its books and each Guarantor shall take all action that may be necessary or desirable, or that Agent may request, so as at all times records to maintain reflect the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on of the Collateral or to enable Administrative Agent to protect, exercise or enforce its rights hereunder and in the Collateral. Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, but not limited towithout limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Administrative Agent deems necessary or advisable. To the extent permitted by applicable law, each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may reasonably determine is appropriate. Each Obligor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) immediately discharging all Liens to assure to the Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other than Permitted Encumbrancesinstruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (iiB) obtainingwith regard to Investment Property, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books execute and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, cause any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders Securities Intermediary with respect to locations at which such Investment Property to execute a material portion of the Collateral is located , and (v) executing and delivering financing statements, securities control agreements, instruments of pledge, mortgages, notices and assignments, in each case agreement in form and substance satisfactory to the Administrative Agent, relating (C) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(f)(i) attached hereto, (D) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(ii) attached hereto and (E) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Obligor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Obligor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Obligor any notices or any similar documents which in the Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Credit Documents) or any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have terminated. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the creationCollateral of any Obligor or any part thereof, validityor to any of the Secured Obligations, perfectionsuch Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its reasonable discretion reasonably deems necessary or appropriate to preserve, maintenance or continuation protect and enforce the security interests of Agent’s security interest and Lien the Administrative Agent under the Uniform Commercial Code or law of such other Applicable Law. By its signature heretojurisdiction (and, each Borrower hereby authorizes if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent to file against may execute any and all such Borrower, one or more financing, continuation or amendment statements requested documents on behalf of such Obligor pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrowerattorney granted hereinabove). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Security Agreement (Pantry Inc)
Perfection of Security Interest. Each The Borrower and each Guarantor shall take all action represents that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s this ------------------------------- Agreement creates a valid security interest in and Lien on the Collateral securing payment and performance of the Secured Obligations and that all filings and other action necessary to perfect such security interest have been taken or shall be promptly taken. The Borrower agrees to enable Agent to protect, exercise or enforce its rights hereunder execute and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, deliver to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books Agent such further agreements and records regarding the Collateral are kept assignments or other business locations instruments (including affidavits, notices, reaffirmations and amendments and restatements of Borrowers at which a material portion of existing documents, as the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, reasonably request) and stamping or marking, in to do all such manner other things as the Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing reasonably deem necessary or forming a part of the Collateral in each case appropriate to assure to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s its security interest hereunder, including such financing statements (including renewal statements), statements or amendments thereof or supplements thereto or other instruments as the Agent may from time to time reasonably request in order to perfect and Lien under maintain the security interest granted hereunder in accordance with the Uniform Commercial Code or other Applicable Lawas enacted in the State of North Carolina on the date hereof and any successor statute(s) thereto (the "Code") to consummate the ---- transactions contemplated hereby and to otherwise protect and assure the Agent of its rights and interests hereunder. By its signature heretoTo that end, each Borrower hereby authorizes agrees that the Agent to may file against such Borrower, one or more financingfinancing statements disclosing its security interest in any or all of the Collateral without the Borrower's signature thereon, continuation and further the Borrower also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or amendment statements any other person whom the Agent may designate, as the Borrower's attorney in fact with full power to sign in the name of the Borrower any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Agent's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations and any commitments relating thereto remain outstanding. The Borrower hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to the Borrower wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than North Carolina becomes or is applicable to the Collateral or any part thereof; or to any of the Secured Obligations, the Borrower agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interest of the Agent under the law of such other jurisdiction (and, if the Borrower shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of the Borrower pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrowerattorney granted hereinabove). All charges, expenses and fees Agent may incur If any Collateral is in doing the possession or control of any of the foregoingBorrower's agents and the Agent so requests, and any local taxes relating thereto shall be paid the Borrower agrees to Agent for its benefit and notify such agents in writing of the Agent's security interest therein and, upon the Agent's request, instruct them to hold all such Collateral for the ratable benefit Agent's account and subject to the Agent's instructions. The Borrower agrees, upon request, to ▇▇▇▇ its books and records to reflect the security interest of Lenders immediately upon demandthe Agent in the Collateral.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirabledesirable in Agent’s reasonable discretion, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, if reasonably requested by Agent (i) immediately promptly discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, obtaining Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedAgreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may reasonably specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable LawLaw in the Collateral. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Integrated Biopharma Inc)
Perfection of Security Interest. Each Borrower Execute, deliver, and/or file and each Guarantor shall take record such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all action that such other things as the Collateral Agent may be reasonably deem necessary or desirable, or that Agent may request, so as at all times appropriate
(i) to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on assure to the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateralsecurity interests hereunder, including, but not limited towithout limitation, (iA) immediately discharging all Liens other than Permitted Encumbranceswith regard to Copyrights and Copyright Licenses, a Copyright Security Agreement, (B) with regard to Patents and Patent Licenses, a Patent Security Agreement, and (C) with regard to Trademarks and Trademark Licenses, a Trademark Security Agreement, and (D) with regard to Real Estate, a Mortgage, (ii) obtainingto consummate the transactions contemplated hereby, and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office any financing statements and amendments thereto that (y) indicate the Collateral (1) as "all assets" or "all personal property" of such Grantor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (2) as being of an equal or lesser scope or with greater detail, and (z) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including
(1) whether such Grantor is an organization, the type of organization, any organization identification number issued to such Grantor, and any employer or taxpayer identification number issued to such Grantor, and (2) in the case of a financing statement filed as a fixture filing or indicating any Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which such Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent or any of the other Agents to file any like financing statements or amendments thereto if filed prior to the date hereof, whether in connection with the security interest granted pursuant to this Security Agreement or the Existing Security Agreement, as applicable. Each Grantor hereby agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. To the extent, if any, that any Grantor's authorization given in this subsection (f) is not sufficient, and without otherwise limiting such authorization, to file such financing statements with respect to this Security Agreement, with or without such Grantor's signature, or to file a photocopy of this Security Agreement in substitution for a financing statement, as the extent reasonably requested by Collateral Agent may deem appropriate and to execute in such Grantor's name such financing statements and amendments thereto and continuation statements which may require such Grantor's signature. If any Collateral is in the Required Lenders following possession or control of a Grantor's agent and the Closing DateCollateral Agent so requests, Lien Waiver Agreements such Grantor agrees to notify such agent in writing of the Collateral Agent's security interest therein and, upon the Collateral Agent's request, instruct them to hold all such Collateral for Borrowers’ chief executive offices, locations where the Agents' and the Lenders' account and subject to the Collateral Agent's instructions. Each Grantor agrees to ▇▇▇▇ its books and records regarding to reflect the Collateral are kept or other business locations of Borrowers at which a material portion security interest of the Collateral Agent in the Collateral. Each Grantor acknowledges that it is locatednot authorized to file any financing statement or amendment or release or partial release or termination statement or with respect to any financing statement filed by any Agent or any Lender in connection with the Existing Security Agreement, (iii) delivering to Agent, endorsed this Security Agreement or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part other Credit Document without the prior written consent of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and agrees that it will not do so without the Required Lenders with respect to locations at which a material portion prior written consent of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating subject to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien such Grantor's rights under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any Section 9-509(d)(2) of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandUCC.
Appears in 1 contract
Sources: Security Agreement (Friedmans Inc)
Perfection of Security Interest. (a) Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent the Lender may requestrequest in its Permitted Discretion, so as at all times to maintain the validity, perfection, enforceability and priority of Agentthe Lender’s security interest Lien in and Lien on the Collateral to the extent required by this Agreement or any Other Documents.
(b) The Lender may, and each Loan Party hereby authorizes the Lender to, at any time and from time to enable Agent time file in accordance with Section 9-509 of the UCC and with the PPSA, financing statements and amendments thereto that describe the Collateral as “all assets” or similar language of the applicable Loan Party and which contain any other information required by the UCC or the PPSA, as applicable, for the sufficiency or filing office acceptance of any financing statements, continuation statements or amendments. Each Loan Party agrees to protectfurnish any such information to the Lender promptly upon request.
(c) Each Loan Party shall, exercise or enforce at any time and from time to time, take such commercially reasonable steps as the Lender may request in its rights hereunder Permitted Discretion to (i) obtain an acknowledgment, in form and in substance reasonably satisfactory to the Lender, of any bailee having possession of any of the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrancesstating that the bailee holds such Collateral for the Lender, (ii) obtainingobtain “control” of any letter-of-credit rights, deposit accounts (other than Restricted Accounts) or electronic chattel paper (as such terms are defined in the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), and any investment property, securities entitlements, securities accounts, futures contracts, future accounts (as such terms are defined in the PPSA or the Securities Transfer Act (British Columbia), as applicable, with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), in each case, with any agreements establishing control to be in form and substance reasonably satisfactory to the extent reasonably requested by Lender, and (iii) otherwise insure the Required Lenders following continued perfection and priority of the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion Lender’s Liens in any of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part for the benefit of the Collateral Lenders and of its rights therein. If any Loan Party shall at any time, acquire a “commercial tort claim” (as such term is defined in each case to the extent UCC) in excess of $500,000250,000, such Loan Party shall promptly notify the Lender thereof in writing (iv) entering intowhich notice shall be deemed to be an update of Schedule 5.8(b)), therein providing a reasonable description and summary thereof, and upon delivery thereof to the extent reasonably requested Lender, such Loan Party shall be deemed to thereby have granted to the Lender (and each Loan Party hereby grants to the Lender) a Lien in and to each such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement to secure the prompt payment and performance of all of the Obligations.
(d) Each Loan Party hereby confirms and ratifies all UCC and PPSA financing statements filed by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders Lender with respect to locations at which a material portion such Loan Party on or prior to the date of the Collateral is located , and Agreement.
(ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent the Lender may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to the Borrowers’ Account and added to the Obligations, or, at the Lender’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately Lender promptly upon demand.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that the Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of the Agent’s security interest in and Lien on the Collateral or to enable the Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) obtainingusing commercially reasonable efforts to obtain applicable Waivers, to as the extent Agent may reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedrequest, (iiic) delivering to the Agent, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (ivd) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to the Agent as and to the Required Lenders with respect to locations at which a material portion of the Collateral is located extent required hereunder, and (ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to the Agent, relating to the creation, validity, perfection, maintenance or continuation of the Agent’s security interest and Lien in Collateral under the Uniform Commercial Code or other Applicable Lawapplicable law. The Agent is hereby authorized to file financing statements reflecting such security interest in accordance with the Uniform Commercial Code from time to time. By its signature hereto, each Borrower hereby authorizes the Agent to file against such Borrower, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code to perfect Liens securing Obligations arising hereunder in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower)the Agent. All charges, expenses and fees the Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to the Loan Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at the Agent’s option, shall be paid to the Agent for its the benefit of the Issuer and for the ratable benefit of the Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Lesco Inc/Oh)
Perfection of Security Interest. Each Borrower Upon ▇▇▇▇▇▇’s request, Grantor will deliver to Lender any and each Guarantor shall take all action that of the documents evidencing or constituting the Collateral. When applicable law provides more than one method of perfection of ▇▇▇▇▇▇’s security interest, ▇▇▇▇▇▇ may choose the method(s) to be used. Upon Lenders request, Grantor will sign and deliver any writings necessary to perfect ▇▇▇▇▇▇’s security interest. If any of the Collateral consists of securities for which no certificate has been issued, Grantor agrees, at ▇▇▇▇▇▇’s option, either to request issuance of an appropriate certificate or desirableto execute appropriate instructions on ▇▇▇▇▇▇’s forms instructing the issuer, transfer agent, mutual fund company, or that Agent broker, as the case may requestbe, so as at all times to maintain the validityrecord on its books or records, perfectionby book-entry or otherwise, enforceability and priority of Agent▇▇▇▇▇▇’s security interest in the Collateral. Grantor hereby appoints ▇▇▇▇▇▇ as ▇▇▇▇▇▇▇’s irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. This is a continuing Security Agreement and Lien will continue in effect even though all or any part of the Indebtedness is paid in full and even though for a period of time Borrower may not be indebted to Lender. ▇▇▇▇▇▇’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor’s failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral or to enable Agent to protectand paying all costs for insuring, exercise or enforce its rights hereunder maintaining and in preserving the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, . All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the extent reasonably requested date of repayment by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by Grantor. All such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming expenses will become a part of the Collateral in each case Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion balance of the Collateral is located , Note and be apportioned among and be payable with any installment payments to become due during either (v1) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” term of any Borrower). All charges, expenses and fees Agent may incur in doing any applicable insurance policy; or (2) the remaining term of the foregoing, Note; or (C) be treated as a balloon payment which will be due and any local taxes relating thereto payable at the Note’s maturity. The Agreement also will secure payment of these amounts. Such right shall be paid in addition to Agent for its benefit all other rights and for the ratable benefit of Lenders immediately remedies to which ▇▇▇▇▇▇ may be entitled upon demandDefault.
Appears in 1 contract
Sources: Commercial Pledge Agreement (Western Capital Resources, Inc.)
Perfection of Security Interest. Each Borrower and each Guarantor The Issuer shall take all action that may be necessary or desirable, or that Agent the Indenture Trustee may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agentthe Indenture Trustee’s security interest in and Lien on the Collateral or to enable Agent the Indenture Trustee to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, :
(ia) immediately discharging all Liens liens other than Permitted Encumbrances;
(b) subject to any Permitted Encumbrances, (ii) obtainingwarranting, to defending and preserving the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books validity and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion priority of the lien of any Collateral is located, against the claims of all Persons whomsoever.
(iiic) obtaining landlords’ waivers and related agreements;
(d) delivering to Agentthe Indenture Trustee, endorsed or accompanied by such instruments of assignment as Agent the Indenture Trustee may specify, and stamping or marking, in such manner as Agent the Indenture Trustee may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, Collateral;
(ive) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and Indenture Trustee;
(vf) executing (as appropriate) and delivering authorizations for the recording of financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agentthe Indenture Trustee, relating to the creation, validity, perfection, maintenance or continuation of Agentthe Indenture Trustee’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature heretoapplicable law;
(g) obtaining “control” of any investment property, each Borrower hereby authorizes Agent deposit account, letter-of-credit right or electronic chattel paper (the term “control” as used in respect of the foregoing types of Collateral having the meaning set forth in Articles 8 and 9 of the UCC), with any agreements establishing such “control” to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code be in form and substance satisfactory to Agent the Indenture Trustee; and
(which statements may have h) if the Issuer at any time has or acquires a description of collateral which is broader than that set forth hereincommercial tort claim, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All chargespromptly notifying the Indenture Trustee thereof, expenses and fees Agent may incur in doing any of the foregoingwriting, and any local taxes relating thereto shall be paid granting a specific collateral assignment of such claim to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandIndenture Trustee as additional Collateral.
Appears in 1 contract
Perfection of Security Interest. Each Borrower and each Guarantor Grantor shall take all action that may be necessary or desirablenecessary, or that the Collateral Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of the Collateral Agent’s 's security interest in and Lien on the Collateral or to enable the Collateral Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted EncumbrancesLiens, (ii) obtaining, using commercially reasonable efforts to the extent reasonably requested obtain landlords' or mortgagees' lien waivers from landlords or mortgagees with respect to all Premises leased or owned by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books such Grantor (and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedsubject to mortgage), (iii) delivering to the Collateral Agent, endorsed or accompanied by such instruments of assignment as the Collateral Agent may specify, and stamping or marking, in such manner as the Collateral Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory acceptable to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent in its sole discretion including the Blocked Account Agreements, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory acceptable to Agentthe Collateral Agent in its sole discretion, relating to the creation, validity, perfection, maintenance or continuation of the Collateral Agent’s 's security interest and Lien under the Uniform Commercial Code Code, and with respect to Collateral in which a security interest may not be perfected by filing a financing statement in accordance with the Uniform Commercial Code, by appropriate filings and/or registrations with or in appropriate governmental offices or by appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, and (vi) taking such further similar action as Collateral Agent shall reasonably request. Each Grantor authorizes the filing of any financing statements or continuation statements, and amendments to financing statements or any similar document in any Applicable Jurisdiction and with any filing offices as Collateral Agent may reasonably determine are necessary or advisable to perfect the security interest granted to the Collateral Agent under Section 2.
1. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other Applicable Lawmanner as Collateral Agent shall reasonably determine is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Collateral Agent herein, including, without limitation, describing such property as "all assets" or "all personal property, whether now owned or hereafter required". By its signature hereto, each Borrower Each Grantor also hereby authorizes the Collateral Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant chattel mortgages with respect to Aircraft-Related Collateral. Each Grantor agrees that it shall execute collateral assignments of leases relating to Aircraft Related Collateral owned by the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower)Evergreen Aircraft Trust. All charges, expenses and fees the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be paid to the Collateral Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Security Agreement (Evergreen International Aviation Inc)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of AgentLender’s security interest in and Lien on the Collateral or to enable Agent Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowersobtaining landlords’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedmortgagees’ lien waivers, (iii) delivering to AgentLender, endorsed or accompanied by such instruments of assignment as Agent Lender may specify, and stamping or marking, in such manner as Agent Lender may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Lender, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating to the creation, validity, perfection, maintenance or continuation of AgentLender’s security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. Lender is hereby authorized to file financing statements signed by Lender instead of Borrower in accordance with the Uniform Commercial Code as adopted in the State of Colorado from time to time. By its signature hereto, each Borrower hereby authorizes Agent Lender to file against such Borrower, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent Lender (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent Lender may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be paid to Agent for its benefit and for the ratable benefit of Lenders Lender immediately upon demanddemand and, if not paid promptly, shall accrue interest at the Default Rate. All of the foregoing Obligations shall be secured by the Collateral.
Appears in 1 contract
Sources: Term Loan and Security Agreement (Allied Motion Technologies Inc)
Perfection of Security Interest. Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent the Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s the Lender's security interest in and Lien on the Collateral or to enable Agent the Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtainingusing commercially reasonable efforts to obtain applicable Waivers, to as the extent Lender may reasonably requested by the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral are kept or other business locations of Borrowers at which a material portion of the Collateral is locatedrequest, (iii) delivering to Agentthe Lender, endorsed or accompanied by such instruments of assignment as Agent the Lender may specify, and stamping or marking, in such manner as Agent the Lender may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent the Lender as and to the Required Lenders with respect to locations at which a material portion of the Collateral is located extent required hereunder, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agentthe Lender, relating to the creation, validity, perfection, maintenance or continuation of Agent’s the Lender's security interest and Lien in Collateral under the Uniform Commercial Code or other Applicable Lawapplicable law. The Lender is hereby authorized to file financing statements in accordance with the Uniform Commercial Code from time to time. By its signature hereto, each Borrower Loan Party hereby authorizes Agent the Lender to file against such BorrowerLoan Party, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code to perfect Liens securing Obligations arising hereunder in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower)the Lender. All charges, expenses and fees Agent the Lender may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to the Loan Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at the Lender's option, shall be paid to Agent for its benefit and the Lender for the ratable benefit of Lenders the Issuer and the Lender immediately upon demand.
Appears in 1 contract
Sources: Credit and Security Agreement (Blonder Tongue Laboratories Inc)
Perfection of Security Interest. Each Borrower Such Obligor hereby authorizes the Collateral Agent to prepare and each Guarantor shall take all action that file such financing statements (including renewal statements and in lieu statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may be from time to time reasonably deem necessary or desirableappropriate to perfect and maintain the security interests granted hereunder in accordance with the UCC and, or that subject to Permitted Liens, to ensure the first priority of such security interests. Any financing statement filed by the Collateral Agent may requestcontain a general description of the collateral covered thereby, so as at all times to maintain permitted by the validityUCC, perfection, enforceability and priority of Agent’s which states that the security interest in and Lien on attaches to all personal property or to all assets of the debtor. Such Obligor shall from time to time upon request by the Collateral Agent also execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary or appropriate (i) to enable assure the Collateral Agent that its security interests hereunder are perfected and, subject to protectPermitted Liens, exercise or enforce its rights hereunder and in of the Collateralfirst priority, including, but not limited towithout limitation, (iA) immediately discharging all Liens such financing statements (including renewal statements and in lieu statements) or amendments thereof or supplements thereto or other than instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder and to ensure the first priority (subject to Permitted EncumbrancesLiens) thereof in accordance with the UCC, (B) with regard to Copyrights, a Grant of Security Interest in Copyright Rights for filing with the United States Copyright Office in the form of Schedule 5(f)(i) attached hereto, (C) with regard to Patents, a Grant of Security Interest in Patent Rights for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(ii) attached hereto and (D) with regard to Trademarks, a Grant of Security Interest in Trademark Rights for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(iii) attached hereto, (ii) obtaining, to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the extent Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees from time to time upon request of the Collateral Agent to execute and deliver all such instruments and to do all such other things as the Collateral Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Collateral Agent and the first priority thereof (subject to Permitted Liens) under the law of such other jurisdiction (and, if such Obligor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested by documents on behalf of such Obligor pursuant to the Required Lenders following the Closing Date, Lien Waiver Agreements for Borrowers’ chief executive offices, locations where power of attorney granted hereinabove). Such Obligor agrees to ▇▇▇▇ its books and records regarding to reflect the Collateral are kept or other business locations of Borrowers at which a material portion security interest of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandCollateral.
Appears in 1 contract
Sources: Security Agreement (Unifi Inc)
Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, to the extent reasonably requested by the Required Lenders following the Closing Date, obtaining Lien Waiver Agreements for Borrowers’ chief executive offices, locations where books and records regarding the Collateral Receivables are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral (provided that, prior to the Term Debt Obligations Payment Date, Borrowers may, and shall be deemed to be in each case compliance with the provision of this clause (iii) if Borrowers shall, deliver any such Collateral consisting of Term Debt Priority Collateral otherwise covered by this clause (iii) to Term Debt Agent to the extent required by and in excess accordance with such terms and conditions of $500,000the Term Debt Documents), (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (UniTek Global Services, Inc.)
Perfection of Security Interest. (a) Each Borrower hereby irrevocably authorizes the Administrative Agent, for the ratable benefit of the Lenders, at any time and each Guarantor shall take all action from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on (1) indicate the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging as all Liens assets of such Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9A of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (2) contain any other than Permitted Encumbrancesinformation required by part 5 of Article 9A of the Uniform Commercial Code of the State or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Borrower is an organization, the type of organization and any organization identification number issued to such Borrower and, (ii) obtainingin the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Borrower agrees to furnish any such information to the extent reasonably requested by Administrative Agent promptly upon request. Each Borrower also ratifies its authorization for the Required Lenders following Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the Closing Datedate hereof.
(b) Without providing at least 10 days’ prior written notice to the Administrative Agent, Lien Waiver Agreements for Borrowers’ no Borrower shall change its name, its type of organization, jurisdiction of organization or other legal structure, its place of business or, if more than one, chief executive officesoffice, locations where books or its mailing address or organizational identification number if it has one. If a Borrower does not have an organizational identification number and records regarding later obtains one, such Borrower shall forthwith notify the Collateral are kept Administrative Agent of such organizational identification number.
(c) If a Borrower shall at any time hold or other business locations of Borrowers at which a material portion acquire any promissory notes or tangible chattel paper as part of the Collateral is locatedCollateral, (iii) delivering such Borrower shall forthwith endorse, assign and deliver the same to the Administrative Agent, endorsed or for the ratable benefit of the Lenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify.
(d) For each deposit account that a Borrower at any time opens or maintains, and stamping or markingsuch Borrower shall, in such manner as Agent may specifyat the Administrative Agent’s request, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case pursuant to the extent in excess of $500,000, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent and the Required Lenders with respect to locations at which a material portion of the Collateral is located , and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case an agreement in form and substance satisfactory to the Administrative Agent, relating cause the depositary bank to agree to comply at any time during the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under an Event of Default with instructions from the Uniform Commercial Code or other Applicable LawAdministrative Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of such Borrower. By its signature hereto, The Administrative Agent agrees with each Borrower hereby authorizes that the Administrative Agent to file against shall not give any such instructions or withhold any withdrawal rights from such Borrower, one unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to (i) any deposit account for which a Borrower, the depositary bank and the Administrative Agent have entered into a cash collateral agreement specially negotiated among such Borrower, the depositary bank and the Administrative Agent for the specific purpose set forth therein, (ii) deposit accounts for which the Administrative Agent is the depositary, (iii) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or more financingfor the benefit of such Borrower’s salaried employees, continuation and (iv) deposit accounts for which such Borrower is acting as an agent to distribute funds other than funds of the Borrower to a third party.
(e) If a Borrower shall at any time hold or amendment statements acquire any certificated securities, such Borrower shall, upon the Administrative Agent’s written request therefor, forthwith endorse, assign and deliver the same to the Administrative Agent to be held as Collateral for the ratable benefit of the Lenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by a Borrower are uncertificated and are issued to such Borrower or its nominee directly by the issuer thereof, that Borrower shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to the Uniform Commercial Code an agreement in form and substance satisfactory to the Administrative Agent, cause the issuer to agree to comply during the continuation of an Event of Default with instructions from the Administrative Agent as to such securities, without further consent of such Borrower or such nominee. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by a Borrower are held by such Borrower or its nominee through a securities intermediary or commodity intermediary, such Borrower shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request, pursuant to a securities control agreement in form and substance satisfactory to the Administrative Agent, cause such securities intermediary or (which statements as the case may have a description be) commodity intermediary to agree to comply during the continuation of collateral which is broader than that set forth hereinan Event of Default with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such securities or other investment property, including without limitation a description of collateral or (as “all assets’ and/or “all personal property” the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without further consent of such Borrower or such nominee. The Administrative Agent agrees with each Borrower that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Borrower), unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. All chargesThe provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.
(f) If any goods are at any time in the possession of a bailee, expenses each Borrower shall promptly notify the Administrative Agent thereof and, if requested by the Administrative Agent, shall promptly obtain an acknowledgement from the bailee, in form and fees substance satisfactory to the Administrative Agent, that the bailee holds such Collateral for the benefit of the Administrative Agent and shall act upon the instructions of the Administrative Agent, without the further consent of such Borrower. The Administrative Agent agrees with each Borrower that the Administrative Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Borrower with respect to the bailee.
(g) If a Borrower at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Borrower shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may incur reasonably request to vest in doing any of the foregoingAdministrative Agent, and any local taxes relating thereto shall be paid to Agent for its benefit and for the ratable benefit of Lenders the Lenders, control, under §9-105 of the Uniform Commercial Code, of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Administrative Agent agrees with each Borrower that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for such Borrower to make alterations to the electronic chattel paper or transferable record permitted under UCC §9-105 or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Ac▇ ▇▇ §▇▇ ▇f the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Borrower with respect to such electronic chattel paper or transferable record.
(h) If a Borrower is at any time a beneficiary under a letter of credit now or hereafter issued in favor of such Borrower, that Borrower shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, such Borrower shall, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Administrative Agent, for the ratable benefit of the Lenders, during the continuation of an Event of Default of the proceeds of any drawing under the letter of credit, with the Administrative Agent agreeing that the proceeds of any drawing under the letter to credit are to be applied to the payment of the Obligations, for the ratable benefit of the Lenders.
(i) If a Borrower shall at any time hold or acquire a commercial tort claim, that Borrower shall immediately notify the Administrative Agent in a writing signed by such Borrower of the brief details thereof and grant to the Administrative Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon demandthe terms of this Agreement, with such writing to be in form and substance satisfactory to the Administrative Agent.
(j) Each Borrower further agrees to take any other action reasonably requested by the Administrative Agent to insure the attachment, perfection and first priority of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and all of the Collateral, for the ratable benefit of the Lenders, including, without limitation, (1) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that such Borrower’s signature thereon is required therefor, (2) causing the Administrative Agent’s name to be noted as the Lender on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, held for the ratable benefit of the Lenders, (3) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, held for the ratable benefit of the Lenders, (4) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on Collateral, (5) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent and (6) taking all actions required by any earlier versions of the Uniform Commercial Code or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction.
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Perfection of Security Interest. Each Borrower and each Guarantor Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining, using commercially reasonable efforts to the extent reasonably requested by the Required Lenders following the Closing Date, obtain Lien Waiver Agreements for Borrowers’ chief executive officesas Agent may reasonably request (it being understood that, locations where books and records regarding in each case, notwithstanding the Collateral are kept use of or other business failure to use commercially reasonable efforts to obtain any such Lien Waiver Agreements, the failure to so obtain any such Lien Waiver Agreement shall entitle the Agent to institute an appropriate rent reserve as determined in the Agent’s Permitted Discretion with respect to any such location (provided that the Loan Parties shall not be required to obtain Lien Waiver Agreements with respect to those locations of Borrowers the Loan Parties identified on Schedule 4.4 at which a material portion less than One Million and 00/100 Dollars ($1,000,000.00) of the Collateral is located; and provided further, however, that the aggregate amount of Collateral at locations for which a Lien Waiver Agreement has not been obtained shall not exceed Three Million and 00/100 Dollars ($3,000,000.00) in the aggregate at any time)), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral in each case to the extent in excess of $500,000Collateral, (iv) entering into, to the extent reasonably requested by the Required Lenders following the Closing Date, into warehousing, lockbox lockbox, customs and freight agreements, blocked account agreements and other custodial arrangements reasonably satisfactory to Agent and Agent, (v) to the Required Lenders fullest extent required under Applicable Law, ensuring that any applicable invoice or other documentary evidence with respect to locations at which any applicable Receivable contains a material portion of notice and direction to the Collateral is located applicable Customer in form and substance sufficient to cause the Agent’s first-priority security interest to be perfected against such Receivable, and (vvi) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, the PPSA or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code Code, the PPSA or other Applicable Law in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral Collateral as “all assets’ ” and/or “all personal property” of any BorrowerLoan Party); provided, however, notwithstanding the foregoing, neither the UK Borrower nor Davy Roll shall be deemed to have made any such authorization hereunder or under any applicable Other Document until the UK Availability Date. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.
21. Clause (b) of Section 4.4 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:
(i) There is no location at which any Loan Party has any Inventory (except for (1) Inventory in transit, (2) Inventory located at third-party suppliers or processors or at Loan Parties or Subsidiaries of Loan Parties in the Ordinary Course of Business, or (3) to the extent the book value of such Inventory does not exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00)) other than those locations listed on Schedule 4.4(b)(i); (ii) Schedule 4.4(b)(ii) hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Loan Party is stored; none of the receipts received by any Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4(b)(iii) hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Loan Party and (B) the chief executive office of each Loan Party; and (iv) Schedule 4.4(b)(iv) hereto sets forth a correct and complete list as of the Closing Date of the location, by state or province and street address, of all Real Property owned or leased by each Loan Party, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.
22. Clauses (d) through (f) of Section 4.8 of the Credit Agreement are hereby deleted in their entirety and in their stead are inserted the following:
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Sources: Revolving Credit and Security Agreement (Ampco Pittsburgh Corp)