Perfection of Security Interest. The Grantor shall take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC financing statements and amendments thereto pursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blank.
Appears in 6 contracts
Sources: Indenture (Mbia Inc), Subordinated Indenture (Mbia Inc), Security Agreement (Mbia Inc)
Perfection of Security Interest. The Grantor shall take any and all actions and make all filings security interests granted to Security Agent, for the benefit of Secured Parties, pursuant to this Agreement, in the Collateral (including the a) upon filing of UCC appropriate financing statements, continuation statements constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest under the UCC to the extent a security interest can be perfected by filing or, in the case of the Membership Certificates (such certificates being Certificated Securities), by possession by or on behalf of the secured party and amendments thereto(b) reasonably required are, and, with respect to create and maintainsuch subsequently acquired personal property, will be, as to the Collateral perfected under the UCC as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise (other than Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the liens granted by this Agreement). Except to the extent possession of portions of such Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Security Agent’s, for the Obligationsbenefit of Secured Parties, a valid rights in and enforceable perfected Lien and to such Collateral to the extent Security Agent’s security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC financing statements and amendments thereto pursuant to the UCC or other notices appropriate under applicable lawParties) can be perfected by filing, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in including any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registeringregistration, creationgiving of notice or other similar action. No filing, perfectionrecordation, protection re-filing or maintenance re-recording other than those listed on Schedule A hereto (as the same may be supplemented from time to time) is necessary to perfect and maintain the perfection of the security interests or Liens intended to be created by this Agreement (including without limitation on the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible forCollateral, and all such filings or recordings will have been made to the extent Security Agent’s, for the benefit of Secured Party makes no representation regardingParties, security interest can be perfected by filing (except to the validityextent that such filings or recordings are, effectiveness by their nature, filings or priority recordings to be made at a later date). Borrower has properly delivered or caused to be delivered to Security Agent all such Collateral that requires perfection of the Lien and security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt interest described above by the Grantor, in each case, endorsed in blankpossession.
Appears in 4 contracts
Sources: Financing Agreement (First Wind Holdings Inc.), Financing Agreement (First Wind Holdings Inc.), Financing Agreement (First Wind Holdings Inc.)
Perfection of Security Interest. The Grantor shall take any and all actions and make all filings security interests granted to Security Agent, for the benefit of Secured Parties, pursuant to this Agreement, in the Collateral (including the a) upon filing of UCC appropriate financing statements, continuation statements constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest under the UCC to the extent a security interest can be perfected by filing or, in the case of the Membership Certificates (such certificates being “certificated securities” as defined in Article 8 of the UCC), by possession by or on behalf of the secured party and amendments thereto(b) reasonably required are, and, with respect to create and maintainsuch subsequently acquired personal property, will be, as to the Collateral perfected under the UCC as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise (other than Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the liens granted by this Agreement). Except to the extent possession of portions of such Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Security Agent’s, for the Obligationsbenefit of Secured Parties, a valid rights in and enforceable perfected Lien and to such Collateral to the extent Security Agent’s security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC financing statements and amendments thereto pursuant to the UCC or other notices appropriate under applicable lawParties) can be perfected by filing, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in including any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registeringregistration, creationgiving of notice or other similar action. No filing, perfectionrecordation, protection re-filing or maintenance re-recording other than those listed on Schedule A hereto (as the same may be supplemented from time to time) is necessary to perfect and maintain the perfection of the security interests or Liens intended to be created by this Agreement (including without limitation on the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible forCollateral, and all such filings or recordings will have been made to the extent Security Agent’s, for the benefit of Secured Party makes no representation regardingParties, security interest can be perfected by filing (except to the validityextent that such filings or recordings are, effectiveness by their nature, filings or priority recordings to be made at a later date). Member has properly delivered or caused to be delivered to Security Agent all such Collateral that requires perfection of the Lien and security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt interest described above by the Grantor, in each case, endorsed in blankpossession.
Appears in 4 contracts
Sources: Financing Agreement (First Wind Holdings Inc.), Financing Agreement (First Wind Holdings Inc.), Financing Agreement (First Wind Holdings Inc.)
Perfection of Security Interest. The Grantor Pledgor shall take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. The Grantor Pledgor authorizes the Secured Party to file all such UCC financing statements and amendments thereto pursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the GrantorPledgor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor Pledgor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor Pledgor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blank.
Appears in 3 contracts
Sources: Indenture (Mbia Inc), Pledge Agreement (Mbia Inc), Pledge Agreement (Mbia Inc)
Perfection of Security Interest. The Grantor shall take any and all actions and make all filings (including a) To perfect the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and Lender's security interest in and on all of the Collateral (subject Pledged Assets with respect to each Loan Pool, the terms of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such Borrower shall execute one or more UCC financing statements and other UCC financing statement amendments thereto pursuant to the UCC or and/or assignments and other notices appropriate under applicable law, as the Secured Party may reasonably require, each law in form and substance satisfactory to the Secured PartyLender. Such To perfect the Lender's security interest in the Equipment Intellectual Property, eRoom shall execute one or more UCC financing statements and other UCC financing statement amendments may contain a description of and/or assignments and other notices appropriate under applicable law in form and substance satisfactory to the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effectLender. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured related eRoom Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, to such UCC financing statements and all costs of filing or recording this Agreement or any other instrument, agreement or document executed and or delivered pursuant hereto or to in connection with the Obligations transactions contemplated hereby (including the cost of all federal, state or local mortgagelocal, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is deemed by the Lender to be necessary or desirable. The Grantor Borrower and eRoom each hereby authorizes the Secured Party Lender to take all other actions action at the expense of such party (including, without limitation, the filing of any UCC financing statements or amendments thereto without the signature of such party) which the Secured Party Lender may reasonably deem necessary or desirable to perfect or otherwise protect the Liens and security interest created hereunder or under any of the Operative Documents and to obtain the benefits of this AgreementAgreement or any of the Operative Documents. Notwithstanding anything Without limiting the generality of the foregoing, the eRoom Parties shall, at their own expense, execute and deliver such instructions, documents and certificates and take and cause to be taken all such actions as the Lender may request (including, without limitation, the execution and filing of all financing and continuation statements under the UCC) to evidence, maintain, protect, perfect and continue the perfection of the Liens and security interest granted to the contrary herein Lender in any Pledged Assets, the Equipment Intellectual Property and the rights and interests of the Lender hereunder.
(b) On or in prior to the Intercreditor date of this Agreement, eRoom shall deliver the RSi Stock to the Lender along with all necessary stock powers duly executed in no event blank.
(c) The Lender shall have the Secured Party be responsible forright at any time at Borrower's expense, or have any duty or obligation with respect toto the extent provided in Section 11.2, to cause the recording, filing, registering, creation, perfection, protection or maintenance perfection of the security interests or Liens intended interest granted to the Lender in the Liquidated Damages Collateral by whatever means the Lender shall deem to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible fornecessary, and the Secured Party makes no representation regarding, Borrower shall cooperate fully with the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined Lender in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blankconnection therewith.
Appears in 3 contracts
Sources: Master Business Lease Financing Agreement (Eroom System Technologies Inc), Master Business Lease Financing Agreement (Eroom System Technologies Inc), Master Business Lease Financing Agreement (Eroom System Technologies Inc)
Perfection of Security Interest. The Grantor Subject to the limitations set forth herein and in the other Loan Documents, each Loan Party shall take any all action that the Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and all actions and make all filings (including priority of the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and Lender’s security interest in and Lien on all the Collateral to the extent such perfection and priority are contemplated herein or under any other Loan Document, or to enable the Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, executing and delivering financing statements, instruments of pledge and other documents as the Lender may reasonably request, in each case in form and substance reasonably satisfactory to the Lender, relating to the creation, validity, perfection, maintenance or continuation of the Collateral (subject Lender’s Lien granted hereunder under the Code or other applicable to the terms of extent contemplated by this Agreement and the Intercreditor Agreement) in favor of the Secured other Loan Documents. By its signature hereto, each Loan Party for the benefit of the Secured Creditors. The Grantor hereby authorizes the Secured Party Lender to file all against such UCC financing Loan Party, one or more financing, continuation or amendment statements and amendments thereto pursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each Code in form and substance reasonably satisfactory to the Secured Party. Such financing Lender (which statements and amendments may contain have a description of the Collateral as collateral which is broader than that set forth herein or in any generic manner and may describe the herein, including without limitation a description of Collateral as “all assets” or words and/or “all personal property” of similar effectany Loan Party). The Secured Party Lender is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office the Notice of Grant of Security Interest in Intellectual Property in the form acceptable to the Lender in its sole discretion and such other documents as may transferbe reasonably necessary or advisable for the purpose of perfecting, withdraw confirming, continuing, enforcing or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent protecting the Security Interest granted by the Grantor; provided that Loan Party in such Loan Party’s Patents, Trademarks and Copyrights, without the Secured Party will not exercise any signature of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect theretoLoan Party, and all costs of filing naming such Loan Party or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federalLoan Parties, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, as debtors and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (Lender as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blanksecured party.
Appears in 3 contracts
Sources: Loan, Guaranty and Security Agreement (Hut 8 Corp.), Loan, Guaranty and Security Agreement (Hut 8 Corp.), Loan, Guaranty and Security Agreement (Gryphon Digital Mining, Inc.)
Perfection of Security Interest. The Grantor shall take (a) Each Debtor consents, without further notice, to Secured Party’s filing or recording of any and documents necessary to perfect, continue, amend or terminate its security interest. Upon request of Secured Party, each Debtor must sign or otherwise authenticate all actions and make all filings (including the filing of UCC financing statementsdocuments that Secured Party deems necessary at any time to allow Secured Party to acquire, continuation statements and amendments thereto) reasonably required to create and maintainperfect, as security for the Obligations, a valid and enforceable perfected Lien and continue or amend its security interest in the Collateral. Debtors will pay the filing and recording costs of any documents relating to Secured Party’s security interest. Each Debtor ratifies all previous filings and recordings, including financing statements and notations on all certificates of title.
(b) At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the secured party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral (subject to the terms of Secured Party.
(c) If there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the Intercreditor Agreement) applicable Debtor shall cause such an account control agreement, in favor of form and substance in each case satisfactory to the Secured Party for the benefit of Party, to be entered into and delivered to the Secured Creditors. The Grantor Party.
(d) Each Debtor hereby authorizes the Secured Party to file all such UCC one or more financing statements and amendments thereto pursuant under the UCC with respect to the UCC security interests with the proper filing and recording agencies in any jurisdiction deemed proper by it. Each Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other notices appropriate under applicable lawinstruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate intellectual property security agreement with respect to each Debtor’s Intellectual Property in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably require, each in form satisfactory acceptable to the Secured Party. Such financing statements and amendments may contain a description , which intellectual property security agreement, other than as stated therein, shall be subject to all of the Collateral as set forth herein or in any generic manner terms and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blankconditions hereof.
Appears in 3 contracts
Sources: Security Agreement (T3 Motion, Inc.), Security Agreement (T3 Motion, Inc.), Security Agreement (Seven Arts Entertainment Inc.)
Perfection of Security Interest. The Grantor shall take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of Debtor will join with the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC in executing one or more financing statements and amendments thereto pursuant to the UCC Uniform Commercial Code or other notices appropriate under applicable law, as the Secured Party may reasonably require, each law in form satisfactory to the Secured Party. Such financing statements Party and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other instrument, agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is reasonably deemed by the Secured Party to be necessary or desirable. The Grantor Debtor hereby authorizes the Secured Party to take all other actions action (including, without limitation, the filing of any Uniform Commercial Code Financing Statements or amendments thereto without the signature of the Debtor) which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens liens and security interests created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything Pursuant to the contrary herein or in terms hereof, upon the Intercreditor Agreement, in no event shall request of the Secured Party be responsible for(subject, however, to the rights of any holders of superior liens or have any duty or obligation with respect tosecurity interests relating to the Collateral), the recordingDebtor will endorse, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, assign and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on all negotiable or non-negotiable instruments (including certificated securities) and chattel paper pledged by the Debtor hereunder, together with instruments of transfer or assignment duly executed in blank as the Secured Party may have specified. In the event that the Debtor shall, after the date hereof and of this Agreement, acquire any replacement other negotiable or substitutions therefore promptly upon receipt non-negotiable instruments (including certificated securities) or chattel paper to be pledged by the GrantorDebtor hereunder, upon the request of the Secured Party (subject, however, to the rights of any holders of superior liens or security interests relating to the Collateral), the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. To the extent that any securities are uncertificated, appropriate book-entry transfers reflecting the pledge of such securities created hereby have been or, in each casethe case of uncertificated securities hereafter acquired by the Debtor, endorsed will at the time of such acquisition be, duly made for the account of the Secured Party or one or more nominees of the Secured Party with the issuer of such securities or other appropriate book-entry facility or financial intermediary, with the Secured Party having at all times the right to obtain definitive certificates (in blankthe Secured Party's name or in the name of one or more nominees of the Secured Party) where the issuer customarily or otherwise issues certificates, all to be held as Collateral hereunder (subject, however, to the rights of any holders of superior liens or security interests relating to the Collateral). The Debtor hereby acknowledges that the Secured Party may, in its discretion, appoint one or more financial institutions to act as the Secured Party's agent in holding in custodial accounts instruments or other financial assets in which the Secured Party is granted a security interest hereunder, including, without limitation, certificates of deposit and other instruments evidencing short term obligations.
Appears in 2 contracts
Sources: Security Agreement (Datametrics Corp), Security Agreement (Datametrics Corp)
Perfection of Security Interest. The Grantor shall (a) Perfection by Filing. Debtor hereby irrevocably authorizes Secured Party, at any time and from time to time, pursuant to the provisions of this Security Agreement, to take any and all actions Secured Party may reasonably determine to be necessary to assure that the security interests granted hereby are and make all filings (remain perfected, including the without limitation, filing of UCC financing statements, continuation statements and amendments thereto) reasonably thereto that describe the Collateral as all assets of Debtor or words of similar effect and which contain any other information required to create and maintain, as security by Part 5 of Article 9 for the Obligationssufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether that Debtor is an organization, the type of organization and any organization identification number(s) issued to the Debtor. Debtor agrees to furnish any such information to Secured Party promptly upon request. Any such financing statements, continuation statements or amendments may be signed by Secured Party on behalf of Debtor, and may be filed at any time in any jurisdiction deemed appropriate by Secured Party; provided that in any state in which an indebtedness tax is imposed upon the filing of a valid and enforceable perfected Lien and financing statement, Secured Party shall only file in such state if necessary under applicable law to perfect the security interest in and on all of the Collateral (subject created pursuant to the terms of the Intercreditor Agreement) in favor of the this Agreement or if Secured Party for otherwise agrees to pay such indebtedness tax. Debtor further agrees to execute and deliver to Secured Party, concurrently with Debtor's execution of this Security Agreement, and at any time or times hereafter at the benefit request of the Secured Creditors. The Grantor authorizes the Secured Party to file Party, all such UCC financing statements and amendments thereto pursuant to continuation financing statements (where not covered by the UCC or first sentence of this paragraph), assignments, affidavits, reports, notices, letters of authority, vehicle title notations and all other notices appropriate under applicable law, as the documents that Secured Party may reasonably requirerequest, each in a form reasonably satisfactory to the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or maintain perfected Secured Party's security interests in the Intercreditor Agreement, in no event shall the Collateral. Debtor also agrees to make appropriate entries on its books and records disclosing Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the Party's security interests or Liens intended to be created by this Agreement (including without limitation in the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blankCollateral.
Appears in 1 contract
Sources: Security Agreement (Advocat Inc)
Perfection of Security Interest. The Grantor shall (a) Upon the written request of the Secured Party, the Pledgor will take any and all additional actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for perfect the Obligations, a valid and enforceable perfected Lien and security interest granted hereunder in each and on every item of Collateral. If any or all of the Collateral (subject is represented by certificates or instruments, then all such certificates and instruments representing or evidencing the Collateral shall be delivered to the terms of the Intercreditor Agreement) in favor and held by or on behalf of the Secured Party pursuant to this Agreement, and shall be in suitable form for transfer and delivery. The Secured Party has the benefit right (where applicable), at any time following an Event of Default, in its discretion, to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. If any or all of the Collateral is an uncertificated security, then the Pledgor will take all actions reasonably required by the Secured CreditorsParty, in its sole reasonable discretion, to cause the Company to agree in writing that following receipt of notice from the Secured Party, the Company will comply with the instructions from the Secured Party without further consent of the Pledgor. The Grantor Pledgor hereby authorizes the Secured Party to file one or more financing or continuation statements, and amendments thereto, as may be necessary or reasonably desirable for the purpose of perfecting, protecting or continuing the security interest granted or purported to be granted under this Agreement in all or any part of the Collateral.
(b) Immediately upon its acquisition of any and all new or additional Collateral, the Pledgor will promptly (1) notify the Secured Party of the acquisition of such Collateral, (2) take all steps required to pledge such Collateral under this Agreement, and (3) take all actions required to perfect the security interest of the Secured Party in such Collateral. If delivery of such new or additional Collateral is required under the prior sentence, then prior to such delivery, the Pledgor agrees that all such UCC financing statements Collateral will be held separate and amendments thereto pursuant apart from its other property and in express trust for the Secured Party.
(c) The Pledgor will not take any actions or fail to perform any of its duties or obligations under this Agreement so that after giving effect to such action or inaction the UCC Secured Party will then, or other notices appropriate under applicable lawwith the passage of time, as cease to have a perfected first priority security interest in any of the Collateral. The Pledgor agrees that, from time to time, the 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 is necessary, or that the Secured Party may reasonably requirerequest, each in form satisfactory order to perfect and protect any security interest granted or purported to be granted under this Agreement (and the first priority thereof, except to the extent that loss of such priority is caused by the Secured Party’s failure to hold collateral delivered to it) or to enable the Secured Party to exercise any of its remedies in accordance with the terms of this Agreement.
(d) The Pledgor acknowledges and agrees that (1) the Pledged Interests are “securities” for purposes of Article 8 of the UCC and “investment property” for purposes of Article 9 of the UCC, and the terms of the Amended and Restated Operating Agreement of the Company, dated as November [ ], 2015, by the Pledgor as the sole member (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Company Operating Agreement”) so provide, and (2) it will not permit the terms of such Company Operating Agreement to be amended to change the status of any Pledged Interests as aforesaid, without the express written consent of the Secured Party. Such financing statements and amendments may contain a description As of the Collateral as set forth herein or in any generic manner and may describe date hereof, all of the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent Pledged Interests are represented by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and certificate delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and as set forth on Schedule 1, and by no other certificate, instrument or similar writing.
(e) Without the prior written consent of the Secured Party, neither the Pledgor nor the Company will, and the Pledgor will not permit the Company to, (1) change its name or chief executive office, without providing the Secured Party with thirty (30) days’ prior written notice thereof, (2) change its name, identity or legal status as a limited liability company, (3) reorganize under the laws of another jurisdiction, or (4) issue any replacement new Equity Interests. “Equity Interests” means shares of capital stock, membership interests in a limited liability company, beneficial interests in a trust or substitutions therefore promptly upon receipt by other equity ownership interests in a person, and any warrants, options or other rights entitling the Grantorholder thereof to purchase or acquire any such shares or interests, in each caseand any other interest or participation that confers on a person the right to receive a share of the profits and losses of, endorsed in blankor distributions of property of, the issuing person.
Appears in 1 contract
Sources: Pledge and Security Agreement (Landwin Realty Trust, Inc.)
Perfection of Security Interest. The Grantor shall take any and Borrower will join with the Agent in executing one or more all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such asset UCC financing statements and amendments thereto pursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each law in form and substance satisfactory to the Secured Party. Such financing statements Agent and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other instrument, agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is deemed by the Agent to be necessary or desirable. The Grantor Borrower hereby authorizes the Secured Party Agent to take all other actions action at the expense of the Borrower (including, without limitation, the filing of any UCC financing statements or amendments thereto without the signature of the Borrower) which the Secured Party Agent may reasonably deem necessary or desirable to perfect or otherwise protect the Liens Encumbrances and security interest created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything Without limiting the generality of the foregoing, the Borrower shall, at the Borrower's expense, take and cause to be taken all such actions as the Agent may request in order to perfect and continue the perfection of the Encumbrances and security interests granted to the contrary herein or Agent and the Lenders in the Intercreditor AgreementCollateral, in no event shall and without limiting the Secured Party be responsible forforegoing the Borrower shall, or have any duty or obligation with respect to, at the recording, filing, registering, creation, perfection, protection or maintenance request of the Agent, deliver to the Agent all executed original counterparts of each Contract included in the Collateral (to the extent not already delivered to the Agent or approved third party depository), certified as such by the Borrower. The Agent shall have the right at any time at the Borrower's expense to cause the perfection of the Encumbrances and security interests or Liens intended granted to the Agent in the Collateral by whatever means reasonably deemed by the Agent to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible fornecessary, and the Secured Party makes no representation regardingBorrower shall cooperate fully with the Agent in connection therewith. In addition, upon request of the Agent at any time, with respect to any Loan made or to be made by the Lenders, the validity, effectiveness Borrower shall deliver to Agent the original bills of sale issued by the seller or priority the manufacturer of the security interests or Liens intended Eligible Equipment to be created hereby. The Grantor shall deliver which such Loan pertains showing the original initial invoiced cost of all such Eligible Equipment and the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blankEligible Leases with respect thereto.
Appears in 1 contract
Perfection of Security Interest. The Grantor shall Guarantor hereby irrevocably authorizes each Lender and Secured Party Representative on behalf of the Lenders to file financing statement(s) describing the Collateral in all public offices reasonably deemed necessary by any Lender or the Secured Party Representative, and to take any and all actions and make actions, including, without limitation, filing all filings (including the filing of UCC financing statements, continuation financing statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of other documents that any Lender or the Secured Party Representative may reasonably determine to be necessary to perfect and maintain each Lender’s security interests in the Collateral. Guarantor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement or where the Secured Party Representative 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 Lenders and the Secured Party Representative in notifying the third party of each Lender’s security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured CreditorsLenders. The Grantor authorizes Guarantor will cooperate with the Lender and the Secured Party Representative in obtaining control with respect to file all such UCC financing statements Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and amendments thereto pursuant Electronic Chattel Paper. Guarantor will not create any Chattel Paper without placing a legend on the Chattel Paper reasonably acceptable to the UCC or other notices appropriate under applicable law, as Lenders and the Secured Party may reasonably require, Representative indicating that each Lender has a security interest in form satisfactory to the Secured PartyChattel Paper. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also Guarantor shall pay all filing or recording costs with respect thereto, and all costs the cost of filing or recording this Agreement or any all financing statement(s) and other agreement or document executed documents. Guarantor agrees to promptly execute and delivered pursuant hereto or deliver to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, Lenders and the Secured Party makes no representation regardingRepresentative 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 any Lender may reasonably request in form reasonably satisfactory to the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to Lenders and the Secured Party on Representative to perfect and maintain each Lender’s security interests in the date hereof Collateral. The Guarantor further agrees to indemnify and hold each Lender and the Secured Party Representative harmless against claims of any replacement person or substitutions therefore promptly upon receipt by entity not a party to this Security Agreement concerning disputes arising over the Grantor, in each case, endorsed in blankCollateral.
Appears in 1 contract
Perfection of Security Interest. The Grantor shall take (a) Borrower irrevocably and unconditionally authorizes Lender (or its agent) to file at any time and all actions from time to time such financing statements with respect to the Collateral naming Lender or its designee as the secured party and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintainBorrower as debtor, as security for the ObligationsLender may require, a valid and enforceable perfected Lien and security interest in and on all including any other information with respect to Borrower or otherwise required by Article 9 of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC financing statements and amendments thereto pursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any Uniform Commercial Code of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs jurisdiction as Lender may determine, together with any amendments and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. Borrower hereby ratifies and approves all costs of filing financing statements naming Lender or recording this Agreement or any other agreement or document executed its designee as secured party and delivered pursuant hereto or Borrower as debtor with respect to the Obligations Collateral (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation amendments with respect to, to such financing statements) filed by or on behalf of Lender (or the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended Banks) prior to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and ratifies and confirms the authorization of Lender (or the Banks) to file such financing statements (and amendments, if any). Borrower hereby authorizes Lender to adopt on behalf of Borrower any replacement symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming Lender or substitutions therefore promptly upon receipt its designee as the secured party and Borrower as debtor includes assets and properties of Borrower that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements, under any of the Security Documents or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by Borrower to the Grantorextent of the Collateral included in such description and it shall not render the financing statements ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. In no event shall Borrower at any time file, in each caseor permit or cause to be filed, endorsed in blankany correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Banks or Lender or its designee as secured party and Borrower as debtor.
Appears in 1 contract
Sources: Extension and Modification and Security Agreement (Nutritional Sourcing Corp)
Perfection of Security Interest. The Grantor shall take (a) Each Debtor consents, without further notice, to Secured Party’s filing or recording of any and all actions and make all filings (including the filing documents necessary to perfect,continue, amend or terminate its security interest. Upon request of UCC financing statementsSecured Party, continuation statements and amendments thereto) reasonably required each Debtor must sign or otherwise authenticateall documents that Secured Party deems necessary at any time to create and maintainallow Secured Party to acquire, as security for the Obligationsperfect, a valid and enforceable perfected Lien and continue or amendits security interest in the Collateral. Debtors will pay the filing and on recording costs of any documents relating to SecuredParty’s security interest. Each Debtor ratifies all previous filings and recordings, including financing statements and notations oncertificates of title.
(b) At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the secured party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral (subject to the terms of Secured Party.
(c) If there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the Intercreditor Agreement) applicable Debtor shall cause such an account control agreement, in favor of form and substance in each case satisfactory to the Secured Party for the benefit of Party, to be entered into and delivered to the Secured Creditors. The Grantor Party.
(d) Each Debtor hereby authorizes the Secured Party to file all such UCC one or more financing statements and amendments thereto pursuant under the UCC with respect to the UCC security interests with the proper filing and recording agencies in any jurisdiction deemed proper by it. Each Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other notices appropriate under applicable lawinstruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate intellectual property security agreement with respect to each Debtor’s Intellectual Property in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably require, each in form satisfactory acceptable to the Secured Party. Such financing statements and amendments may contain a description , which intellectual property security agreement, other than as stated therein, shall be subject to all of the Collateral as set forth herein or in any generic manner terms and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blankconditions hereof.
Appears in 1 contract
Sources: Security Agreement (T3 Motion, Inc.)
Perfection of Security Interest. The Grantor Debtor shall take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file execute all such UCC financing statements and amendments thereto pursuant to the UCC or other notices appropriate under applicable law, including the Federal Assignment of Claims Act and any state motor vehicles registration statute, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor Debtor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Security Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is deemed by Secured Party to be necessary or desirable. The Grantor Debtor authorizes the Secured Party to (i) file any Uniform Commercial Code financing statements or amendments thereto without the signature of Debtor or by signing of Debtor’s name to any such financing statements as its attorney-in-fact, in jurisdictions in which Secured Party is unable to file financing statements or amendments without Debtor’s signature; (ii) file a photographic or other reproduction of this Security Agreement as a financing statement, (iii) file notices of assignment pursuant to the Federal Assignment of Claims Act, (iv) file applications for certificates of title or (v) take all other actions action which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens liens and security interests created hereunder and to obtain the benefits of this Security Agreement. Notwithstanding anything Debtor authorizes Secured Party to file one or more financing statements with broader collateral descriptions than that provided in this Security Agreement. Debtor also authorizes Secured Party to file any financing statements that contain any information required by Part 5 of Article 9 of the UCC for the sufficiency of filing office acceptance of any financing statement, including whether the Debtor is an organization, the type of organization, and any organization identification number issued to the contrary herein or in the Intercreditor Agreement, in no event Debtor. The Debtor shall the also furnish any such information to Secured Party be responsible for, promptly upon request. Debtor also ratifies its authorization for Secured Party to have filed one or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC more financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) amendments thereto if filed prior to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blankof this Security Agreement.
Appears in 1 contract
Perfection of Security Interest. The Grantor (a) Each 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 Lien in the Collateral.
(b) Agent may at any time and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required from time to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest time file in and on all accordance with Section 9-509 of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC UCC, financing statements and amendments thereto pursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may that describe the Collateral as “all assets” or words similar language of similar effectthe 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. The 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 request (i) to obtain an acknowledgment, in form and substance satisfactory to Agent, of any bailee 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 Liens 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 $100,000, such Loan Party shall promptly notify Agent thereof in writing (which notice shall be deemed to be an update of Schedule 5.8(b)(iii)), 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 may transfer(and each Loan Party hereby grants to Agent, withdraw or redeem any funds or other property for the ratable benefit of each Secured Party) a Lien in and to each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, commercial tort claim and all costs proceeds thereof, all upon the terms of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created governed by this Agreement to secure the prompt payment and performance of all of the Obligations.
(including without limitation the filing or continuation of any d) Each Loan Party hereby confirms and ratifies all UCC financing statement statements filed by Agent with respect to such Loan Party on or continuation statements or similar documents or instruments)prior to the date of the Agreement.
(e) All charges, nor shall expenses and fees Agent may incur in doing any of the Secured Party be responsible forforegoing, and the Secured Party makes no representation regardingany taxes relating thereto, the validity, effectiveness or priority of the security interests or Liens intended shall be charged to be created hereby. The Grantor shall deliver the original of the MBIA Note (Borrower’s Account as defined in Exhibit A hereto) a Revolving Advance and added to the Secured Party on the date hereof and any replacement or substitutions therefore promptly Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent immediately upon receipt by the Grantor, in each case, endorsed in blankdemand.
Appears in 1 contract
Sources: Loan and Security Agreement (Winnebago Industries Inc)
Perfection of Security Interest. The Grantor shall take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of Debtor will join with the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC in executing one or more financing statements and amendments thereto pursuant to the UCC Uniform Commercial Code or other notices appropriate under applicable law, as the Secured Party may reasonably require, each law in form satisfactory to the Secured Party. Such financing statements Party and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other instrument, agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is reasonably deemed by the Secured Party to be necessary or desirable. The Grantor Debtor hereby authorizes the Secured Party to take all other actions action (including, without limitation, the filing of any Uniform Commercial Code Financing Statements or amendments thereto without the signature of the Debtor) which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens liens and security interests created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything Pursuant to the contrary herein or in terms hereof, upon the Intercreditor Agreement, in no event shall request of the Secured Party be responsible for, or have any duty or obligation with respect toParty, the recordingDebtor will endorse, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, assign and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on all negotiable or non-negotiable instruments (including certificated securities) and chattel paper pledged by the Debtor hereunder, together with instruments of transfer or assignment duly executed in blank as the Secured Party may have specified. In the event that the Debtor shall, after the date hereof and of this Agreement, acquire any replacement other negotiable or substitutions therefore promptly upon receipt non-negotiable instruments (including certificated securities) or chattel paper to be pledged by the GrantorDebtor hereunder, upon the request of the Secured Party, the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. To the extent that any securities are uncertificated, appropriate book-entry transfers reflecting the pledge of such securities created hereby have been or, in each casethe case of uncertificated securities hereafter acquired by the Debtor, endorsed will at the time of such acquisition be, duly made for the account of the Secured Party or one or more nominees of the Secured Party with the issuer of such securities or other appropriate book- entry facility or financial intermediary, with the Secured Party having at all times the right to obtain definitive certificates (in blankthe Secured Party's name or in the name of one or more nominees of the Secured Party) where the issuer customarily or otherwise issues certificates, all to be held as Collateral hereunder. The Debtor hereby acknowledges that the Secured Party may, in its discretion, appoint one or more financial institutions to act as the Secured Party's agent in holding in custodial accounts instruments or other financial assets in which the Secured Party is granted a security interest hereunder, including, without limitation, certificates of deposit and other instruments evidencing short term obligations.
Appears in 1 contract
Perfection of Security Interest. The Grantor (a) Each Loan Party shall take any all action that may be necessary or desirable, or that the Lender may request in its Permitted Discretion, so as at all times to maintain the validity, perfection, enforceability and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all priority of the Lender’s Lien in the Collateral (subject to the terms 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 time file in accordance with Section 9-509 of the Intercreditor Agreement) in favor of UCC and with the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC PPSA, financing statements and amendments thereto pursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may that describe the Collateral as “all assets” or words similar language of similar effect. The Secured the applicable Loan Party may transfer, withdraw or redeem and which contain any funds or other property in each deposit account or securities account constituting Collateral without further consent information required by the Grantor; provided 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 the Lender promptly upon request.
(c) Each Loan Party shall, at any time and from time to time, take such commercially reasonable steps as the Lender may request in its Permitted Discretion to (i) obtain an acknowledgment, in form and substance reasonably satisfactory to the Lender, of any bailee having possession of any of the Collateral, stating that the Secured Party will not exercise bailee holds such Collateral for the Lender, (ii) obtain “control” of any of such rights letter-of-credit rights, deposit accounts (other than during an Event 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 Default. The Grantor also shall pay all filing or recording costs with respect theretoCollateral), and all costs 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 filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxesCollateral), in each case, with any agreements establishing control to be in all public offices where filing or recording form and substance reasonably satisfactory to the Lender, and (iii) otherwise insure the continued perfection and priority of the Lender’s Liens 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 necessary or desirable. The Grantor authorizes defined in the Secured UCC) in excess of $250,000, such Loan Party shall promptly notify the Lender thereof in writing (which notice shall be deemed to take all other actions which be an update of Schedule 5.8(b)), therein providing a reasonable description and summary thereof, and upon delivery thereof to the Secured Lender, such Loan Party may reasonably deem necessary or desirable shall be deemed to perfect or otherwise protect thereby have granted to the Liens created hereunder Lender (and each Loan Party hereby grants to the Lender) a Lien in and to obtain each such commercial tort claim and all proceeds thereof, all upon the benefits terms of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created and governed by this Agreement to secure the prompt payment and performance of all of the Obligations.
(including without limitation d) Each Loan Party hereby confirms and ratifies all UCC and PPSA financing statements filed by the filing Lender with respect to such Loan Party on or continuation prior to the date of the Agreement.
(e) All charges, expenses and fees the Lender may incur in doing any UCC financing statement or continuation statements or similar documents or instruments), nor shall of the Secured Party be responsible forforegoing, and the Secured Party makes no representation regardingany taxes relating thereto, the validity, effectiveness or priority of the security interests or Liens intended to shall be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) charged to the Secured Party on Borrowers’ Account and added to the date hereof and any replacement or substitutions therefore Obligations, or, at the Lender’s option, shall be paid by Loan Parties to the Lender promptly upon receipt by the Grantor, in each case, endorsed in blankdemand.
Appears in 1 contract
Perfection of Security Interest. It is the intention of the Bank and the Borrowers, and the Bank and the Borrowers hereby agree that, until all Obligations have been fully satisfied, the Bank's security interest in the Collateral, and all products and proceeds thereof, shall continue in full force and effect. The Grantor Borrowers shall take perform any and all actions steps reasonably requested by the Bank to perfect, maintain and make all filings (including protect the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and Bank's security interest in the Collateral, including, without limitation, executing and on all filing security instruments, or amendments thereof, in form and substance satisfactory to the Bank. The Borrowers shall have the costs of, or incidental to any recording or filing of any security instrument concerning the Collateral (and the reasonable costs of or incidental to any and all other steps or procedures which the Bank may request in order to perfect, maintain and protect the Bank's security interest in the Collateral. If any Borrower fails to pay any taxes, assessments or governmental charges levied or assessed or imposed upon or with respect to the Collateral or any part thereof promptly when due, subject to the terms Borrowers' right to contest such payment by appropriate proceedings, the Bank may (but shall not be required to) pay the same and charge the cost thereof to any Borrower's account with the Bank as part of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC financing statements Obligations payable hereunder on demand and amendments thereto pursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent secured by the Grantor; provided that the Secured Party will not exercise any of such rights other than during Collateral. If an Event of Default. The Grantor also shall Default has occurred and is continuing, in order to protect or perfect any security interest that the Bank is granted hereunder, the Bank may, in its sole discretion, maintain guards, discharge any lien or encumbrance or bond the same, pay all filing any insurance, service bureau or recording costs warehouseman, or obtain any record and charge the same to any Borrower's account with respect thereto, the Bank as an Advance hereunder and all costs as part of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created payable hereunder on demand and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt secured by the Grantor, in each case, endorsed in blankCollateral.
Appears in 1 contract
Sources: Credit Agreement (Pepsi Cola Puerto Rico Bottling Co)
Perfection of Security Interest. The Grantor shall take (a) Debtor consents, without further notice, to Secured Party’s filing or recording of any and documents necessary to perfect, continue, amend or terminate its security interest. Upon request of Secured Party, Debtor must sign or otherwise authenticate all actions and make all filings (including the filing of UCC financing statementsdocuments that Secured Party deems necessary at any time to allow Secured Party to acquire, continuation statements and amendments thereto) reasonably required to create and maintainperfect, as security for the Obligations, a valid and enforceable perfected Lien and continue or amend its security interest in the Collateral. Debtor will pay the filing and recording costs of any documents relating to Secured Party’s security interest. Debtor ratifies all previous filings and recordings, including financing statements and notations on all certificates of title.
(b) At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the secured party to perfect the security interest created hereby, the Debtor shall deliver such Collateral (subject to the terms of the Intercreditor AgreementSecured Party.
(c) If there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, Debtor shall cause such an account control agreement, in favor of form and substance in each case satisfactory to the Secured Party for the benefit of Party, to be entered into and delivered to the Secured Creditors. The Grantor Party.
(d) Debtor hereby authorizes the Secured Party to file all such UCC one or more financing statements and amendments thereto pursuant under the UCC with respect to the UCC security interests with the proper filing and recording agencies in any jurisdiction deemed proper by it. Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other notices appropriate under applicable lawinstruments, documents, certificates and assurances and take such further action as the Secured Party may reasonably requirefrom time to time request and may in its sole discretion deem necessary to perfect, each in form satisfactory to protect or enforce the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or ’s security interest in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blankCollateral.
Appears in 1 contract
Sources: Security Agreement (FOCUS GOLD Corp)
Perfection of Security Interest. The Grantor shall take (a) Each Debtor consents, without further notice, to Secured Party’s filing or recording of any and documents necessary to perfect, continue, amend or terminate its security interest. Upon request of Secured Party, each Debtor must sign or otherwise authenticate all actions and make all filings (including the filing of UCC financing statementsdocuments that Secured Party deems necessary at any time to allow Secured Party to acquire, continuation statements and amendments thereto) reasonably required to create and maintainperfect, as security for the Obligations, a valid and enforceable perfected Lien and continue or amend its security interest in the Collateral. Debtors will pay the filing and recording costs of any documents relating to Secured Party’s security interest. Each Debtor ratifies all previous filings and recordings, including financing statements and notations on all certificates of title.
(b) At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the secured party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral (subject to the terms of Secured Party.
(c) If there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the Intercreditor Agreement) applicable Debtor shall cause such an account control agreement, in favor of form and substance in each case satisfactory to the Secured Party for the benefit of Party, to be entered into and delivered to the Secured Creditors. The Grantor Party.
(d) Each Debtor hereby authorizes the Secured Party to file all such UCC one or more financing statements and amendments thereto pursuant under the UCC with respect to the UCC security interests with the proper filing and recording agencies in any jurisdiction deemed proper by it. Each Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other notices appropriate under applicable lawinstruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate intellectual property security agreement with respect to each Debtor’s Intellectual Property in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably require, each in form satisfactory acceptable to the Secured Party. Such financing statements and amendments may contain a description , which intellectual property security agreement, other than as stated therein, shall be subject to all of the Collateral as set forth herein or in any generic manner terms and may describe conditions hereof.
(e) Without limiting the Collateral as “generality of the other obligations of the Debtors hereunder, each Debtor (i) shall promptly cause to be registered at the United States Copyright Office all assets” or words of similar effect. The Secured Party may transferits material copyrights, withdraw or redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Grantor ii) hereby authorizes the Secured Party to take cause the security interest contemplated hereby with respect to all other actions which Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office to be duly recorded at the applicable office and hereby authorizes the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect withhold $5,000 from the Liens created hereunder wire transfer specified in Section 1.1.2(ii) of Securities Purchase Agreement Document SPA-08102012 for the expenses it will incur in connection with such recording, and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event (iii) shall promptly give the Secured Party be responsible for, notice whenever it acquires (whether absolutely or have by license) or creates any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blankadditional material Intellectual Property.
Appears in 1 contract
Sources: Security Agreement (T3 Motion, Inc.)