Protection of Security Interest. Each Debtor agrees that: (1) Except as permitted by the Credit Agreement, it will not sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreement. (2) It will, to the full extent required under the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies upon the Collateral or for its use or operation. (3) It will sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons. (4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV hereof. (5) It will, (i) subject to Section 7.6 of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers; (ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof; (iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party; (iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral; (v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof; (vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral; (vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense, any such action or proceeding; (viii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein; (ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts; (x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control. (6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein. (7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request. (8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent. (9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a financing statement in form and substance satisfactory to Secured Party. (10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby. (11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral. (12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control. (13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 2 contracts
Sources: Security Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted by the Credit Agreement, it will not sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the requisite Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreement.
(2) It will, to the full extent required under the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies upon the Collateral or for its use or operation.
(3) It will sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.
(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 6.5 of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit AgreementCollateral, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense, any such action or proceeding;
(viii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest is or can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentationii)presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 2 contracts
Sources: Security Agreement (North Pointe Holdings Corp), Security Agreement (North Pointe Holdings Corp)
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted Company shall take any and all steps required to protect the Collateral, and in pursuance thereof Company agrees that Company shall deliver or caused to be delivered to Secured Party and Secured Party shall receive possession, on behalf of Banks, of certificates representing all of the pledged shares referred to in Schedule A, properly endorsed or with assignments separate from such certificates in blank for transfer. In addition Secured Party shall receive proof that appropriate acknowledgments, governmental approvals, share register entries, local pledge agreements, financing statements, collateral and other documents covering the Collateral have been executed and delivered by the Credit Agreementappropriate parties and recorded on file with such Persons and in such jurisdictions as necessary to perfect the security interests, it or other liens granted hereby and/or thereby. The Secured Party from time to time shall revise Schedule A hereto and promptly deliver a copy thereto to Company and the Banks, on the effective date of the acquisition or creation by Company of a Subsidiary, adding to Schedule A the name of each such Subsidiary so acquired or created, and upon such revision, Company shall be deemed to have pledged 100% of the capital stock (or other ownership interests) of each such Subsidiary so acquired or created to Secured Party for and on behalf of Banks.
(2) It will not sell, transfer, lease assign or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (orBanks, if required by or permit anything to be done that may materially impair the terms value of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreementsecurity intended to be afforded by this Stock Pledge.
(23) It will, subject to the full extent required under applicable terms of the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its use or operationoperation before any interest or penalty for nonpayment attaches thereto unless said payment is being contested in good faith and it establishes a reserve as required by generally accepted accounting principles.
(34) It will will, subject to the applicable terms of the Credit Agreement, sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all reasonable connected costs, necessary to protect the security interest under this Security Agreement Stock Pledge against the rights or interests of third persons.
(45) It will will, subject to the applicable terms of the Credit Agreement, reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV Article VI hereof.
(56) It will,:
(i) subject to Section 7.6 the applicable terms of the Credit Agreement, allow Secured Party, or any Bank, Party to examine, audit and inspect such DebtorCompany’s books, accounts, and other records (including without limitation all records relating to the Collateral or the Indebtedness), ledgers and assets and properties of every kind and description wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers. An examination of the records or properties of the Company may require revealment of proprietary and/or confidential data and information, and the provisions of Section 12.13 of the Credit Agreement are incorporated herein;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a partyDocuments;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(viiv) promptly notify Secured Party of any material change in any fact or circumstances warranted or represented by Company in this Stock Pledge or in any other writing furnished by Company to Secured Party in connection with the extent required under Collateral or the Credit Agreement, Indebtedness;
(vi) promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such DebtorCompany’s expense, any such action or proceeding;; and
(viiivii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(67) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor Company will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Majority Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor Company fail to be performed in accordance with its terms hereunder resulting in an Event of Defaulthereunder, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such DebtorCompany, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor Company agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of any note executed pursuant to the Credit Agreement, Agreement from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor Company acquires any rights subsequent to the date hereof and which, under applicable law, a security interest is or can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor Company agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It 8) Company will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon at its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor Company or such DebtorCompany’s designee for the purpose of of
(i) the ultimate sale or exchange thereof, or or
(ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Majority Banks, specifically so agrees in writing. .
(10) If such Debtor Company requests any such redelivery, such Debtor Company will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Protection of Security Interest. Each Debtor shall take any and all steps necessary or required to preserve and protect the priority of the security interest granted herein, and in pursuance of this obligation, Debtor agrees that:
(1a) Except Debtor shall not sell (except as may be expressly permitted by pursuant to the Credit Agreementprovisions of the Loan Documents), it will not sellmortgage, encumber, transfer, lease or otherwise dispose (except as may be expressly permitted pursuant to the provisions of the Loan Documents) of any of the Collateral or any interest therein therein, or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) so, without the prior written consent of Secured Party, given at or permit anything to be done that may impair the written direction or with the written approval value of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral, except that Debtor shall be entitled to remove any items of Collateral (or any interest therein or portion thereof), other than in favor which are replaced with items of Secured Party, Collateral of at least equal suitability and value on behalf the date of the Banks and liens permitted under the Credit Agreement.their removal;
(2b) It will, to the full extent required under the Credit Agreement, Debtor shall pay all promptly when due any taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its the use or operation.operation of the Collateral;
(3c) It will sign and execute alone or with Secured Party is authorized to file financing statements under the Uniform Commercial Code, as adopted and enacted in the state in which the Debtor is located or in which the Premises are located, as amended from time to time (the “Uniform Commercial Code”) and any financing statement other documents requested by Secured Party to effectively implement the purposes of this Agreement; SurgePays Security Agreement
(d) Secured Party may from time to time, at its option, perform any agreement or other document obligation of Debtor hereunder which Debtor fails to perform, and take any action which Secured Party deems necessary or appropriate for the maintenance or preservation of any of the Collateral or its security interest therein; and
(e) Any amounts incurred by Secured Party for costs and expenses (including without limitation, filings required limitation attorney’s fees and expenses) in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.
(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to enforce its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 hereunder, shall, at Secured Party’s option, become part of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit principal amount due under the Note and inspect such Debtor’s books, accountspart of the Obligations, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense, any such action or proceeding;
(viii) promptly, after being requested demand by Secured Party, Debtor shall pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights thereinDefault Rate.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Sources: Security Agreement (SurgePays, Inc.)
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted Pledgor shall take any and all steps required to protect the Collateral, and in pursuance thereof Pledgor agrees that Pledgor shall deliver or caused to be delivered to Secured Party and Secured Party shall receive possession, on behalf of Banks, of certificates representing all of the pledged shares referred to in Schedule A-1, properly endorsed or with assignments separate from such certificates in blank for transfer. In addition Secured Party shall receive proof that appropriate acknowledgments, governmental approvals, share register entries, local pledge agreements, financing statements, collateral and other documents covering the Collateral have been executed and delivered by the Credit Agreementappropriate parties and recorded on file with such Persons and in such jurisdictions as necessary to perfect the security interests, it or other liens granted hereby and/or thereby. The Secured Party from time to time shall revise Schedule A-1 hereto and promptly deliver a copy thereto to Pledgor and the Banks, on the effective date of the acquisition or creation by Pledgor of a Subsidiary, adding to Schedule A-1 the name of each such Subsidiary so acquired or created, and upon such revision, Pledgor shall be deemed to have pledged 100% of the capital stock (or other ownership interests) of each such Subsidiary so acquired or created to Secured Party for and on behalf of Banks.
(2) It will not sell, transfer, lease assign or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (orBanks, if required by or permit anything to be done that may materially impair the terms value of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreementsecurity intended to be afforded by this Stock Pledge.
(23) It will, subject to the full extent required under applicable terms of the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its use or operationoperation before any interest or penalty for nonpayment attaches thereto unless said payment is being contested in good faith and it establishes a reserve as required by generally accepted accounting principles.
(34) It will will, subject to the applicable terms of the Credit Agreement, sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all reasonable connected costs, necessary to protect the security interest under this Security Agreement Stock Pledge against the rights or interests of third persons.
(45) It will will, subject to the applicable terms of the Credit Agreement, reimburse Secured Party for all reasonable costs, including reasonable attorneys’ ' fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV Article VI hereof.
(56) It will,:
(i) subject to Section 7.6 the applicable terms of the Credit Agreement, allow Secured Party, or any Bank, Party to examine, audit and inspect such Debtor’s Pledgor's books, accounts, and other records (including without limitation all records relating to the Collateral or the Indebtedness), ledgers and assets and properties of every kind and description wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers. An examination of the records or properties of the Pledgor may require revealment of proprietary and/or confidential data and information, and the provisions of Section 14.12 of the Credit Agreement are incorporated herein;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a partyDocuments;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(viiv) promptly notify Secured Party of any material change in any fact or circumstances warranted or represented by Pledgor in this Stock Pledge or in any other writing furnished by Pledgor to Secured Party in connection with the extent required under Collateral or the Credit Agreement, Indebtedness;
(vi) promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s Pledgor's expense, any such action or proceeding;; and
(viiivii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ ' fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(67) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor Pledgor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Majority Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor Pledgor fail to be performed in accordance with its terms hereunder resulting in an Event of Defaulthereunder, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such DebtorPledgor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor Pledgor agrees to pay such amount to Secured Party upon demand at Secured Party’s 's office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of any note executed pursuant to the Credit Agreement, Agreement from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor Pledgor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest is or can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor Pledgor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It 8) Pledgor will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon at its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor Pledgor or such Debtor’s Pledgor's designee for the purpose of of
(i) the ultimate sale or exchange thereof, or or
(ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s 's security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Majority Banks, specifically so agrees in writing. .
(10) If such Debtor Pledgor requests any such redelivery, such Debtor Pledgor will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Sources: Pledge Agreement (Alrenco Inc)
Protection of Security Interest. Each Debtor shall take any and all steps necessary to protect the priority of the security interest granted herein, and in pursuance of this obligation, Debtor agrees that:
(1i) Except as permitted by the Credit Agreement, it will Debtor shall not sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory so, except in the ordinary course of business or as otherwise permitted by the Credit Agreement) of Debtor, without the prior written consent of Secured Party, given at or permit anything to be done that may impair the written direction or with the written approval value of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit security intended to be afforded by this Agreement.;
(2ii) It will, to the full extent required under the Credit Agreement, Debtor shall pay promptly when due all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its use or operation.operation and, if requested in writing by Secured Party, shall deliver to Secured Party, within ten (10) days after such request, a receipt or other evidence satisfactory to Secured Party of the payment thereof;
(3iii) It will Debtor shall sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all connected costs, expenses and fees, including, without limitation, attorneys' fees, necessary to protect the security interest under this Security Agreement against the rights rights, interests or interests claims of third persons.;
(4iv) It will Debtor shall reimburse Secured Party for all reasonable costs, including expenses and fees, including, without limitation, court costs and reasonable attorneys’ ' fees, incurred for any action taken by Secured Party to remedy an Event of Default a default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 of the Credit this Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(iiv) Debtor shall (A) from time to time promptly execute and deliver to Secured Party all such other assignments, certificates, supplemental writings, and financing statements, and do all other acts or things as Secured Party may request in order to more fully evidence and perfect the security interest created herein; (B) punctually and properly perform all of its covenants Debtor's agreements and duties obligations under this Agreement, the Note, the Loan Agreement and the other Loan Documents and under any other security agreement, mortgage, deed of trust, collateral documentpledge, pledge agreement or contract of any kind now or hereafter existing as security for or and in connection with payment of the Indebtedness, or any part thereof;
; (iiiC) perform its obligations under and comply pay the Indebtedness in accordance with the terms thereof and provisions in accordance with the terms of this Agreement, the Credit Note, the Loan Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at other writings evidencing the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formationIndebtedness, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
part thereof; (viD) promptly furnish Secured Party with any information in writing or writings which Secured Party may reasonably request concerning the Collateral;
; (viiE) allow Secured Party to inspect all records of Debtor relating to the extent required under Collateral, the Credit AgreementIndebtedness and the business and operation of Debtor, and to make and take away copies of such records; (F) promptly notify Secured Party of any material change in any facts or circumstances warranted or represented by Debtor in this Security Agreement or in any other writing furnished by Debtor to Secured Party in connection with the Collateral, the Indebtedness and the business and operation of Debtor; (G) promptly notify Secured Party of any claim, action or proceeding affecting title to the Collateral and title thereinCollateral, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s 's sole cost and expense, any such action or proceeding;
; and (viiiH) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including including, without limitation, reasonable attorneys’ fees ' fees, court costs and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ixvi) allow Except for the purchase or lease of Collateral in the ordinary course of Debtor's business and financed by purchase money financing, Debtor shall not, without the prior written consent of Secured Party: create any other security interest in, upon and so long as there exists mortgage, pledge, or otherwise encumber the Collateral, or any Default part thereof, or Event permit the same to be or become subject to any lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contractskind or character;
(xvii) take such actions Should the Collateral, or any part thereof ever be in any manner converted by its issuer or maker into another type of property or any money or other proceeds ever be paid or delivered to Debtor as Secured Partya result of Debtor's rights in the Collateral, then, in its sole discretionany such event, all such property, money and other proceeds shall become part of the Collateral, and Debtor covenants to forthwith pay or deliver to Secured Party all of the same which is susceptible of delivery and, at the same time, if Secured Party deems it necessary and so requests, Debtor will properly endorse or appropriate to establish exclusive control (as defined in assign the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) same. With respect to any Collateral of such property of a kind requiring an any additional security agreement, financing statement, statement or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should ; and
(viii) In the event that Debtor fails to perform any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Defaulthereunder, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become a part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount promptly to Secured Party upon demand at Secured Party’s office in Detroit's address set forth opposite its name below, Michigan or at such other place as Secured Party may designate, together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of "Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted Company shall take any and all steps required to protect the Collateral, and in pursuance thereof Company agrees that Company shall deliver or caused to be delivered to Secured Party and Secured Party shall receive possession, on behalf of Banks, of certificates representing all of the pledged shares referred to in Schedule A, properly endorsed or with assignments separate from such certificates in blank for transfer. In addition Secured Party shall receive proof that appropriate acknowledgments, governmental approvals, share register entries, local pledge agreements, financing statements, collateral and other documents covering the Collateral have been executed and delivered by the Credit Agreementappropriate parties and recorded on file with such Persons and in such jurisdictions as necessary to perfect the security interests, it or other liens granted hereby and/or thereby. The Secured Party from time to time shall revise Schedule A hereto and promptly deliver a copy thereto to Company and the Banks, on the effective date of the acquisition or creation by Company of a Subsidiary, adding to Schedule A the name of each such Subsidiary so acquired or created, and upon such revision, Company shall be deemed to have pledged 100% of the capital stock (or other ownership interests) of each such Subsidiary so acquired or created to Secured Party for and on behalf of Banks.
(2) It will not sell, transfer, lease assign or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (orBanks, if required by or permit anything to be done that may materially impair the terms value of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreementsecurity intended to be afforded by this Stock Pledge.
(23) It will, subject to the full extent required under applicable terms of the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its use or operationoperation before any interest or penalty for nonpayment attaches thereto unless said payment is being contested in good faith and it establishes a reserve as required by generally accepted accounting principles.
(34) It will will, subject to the applicable terms of the Credit Agreement, sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all reasonable connected costs, necessary to protect the security interest under this Security Agreement Stock Pledge against the rights or interests of third persons.
(45) It will will, subject to the applicable terms of the Credit Agreement, reimburse Secured Party for all reasonable costs, including reasonable attorneys’ ' fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV Article VI hereof.
(5) It will,
(i) subject to Section 7.6 of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense, any such action or proceeding;
(viii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Protection of Security Interest. Each Debtor shall take any and all steps necessary or required to preserve and protect the priority of the security interest granted herein, and in pursuance of this obligation, D▇▇▇▇▇ agrees that:
(1a) Except Debtor shall not sell (except as may be expressly permitted by pursuant to the Credit Agreementprovisions of the Loan Documents), it will not sellmortgage, encumber, transfer, lease or otherwise dispose (except as may be expressly permitted pursuant to the provisions of the Loan Documents) of any of the Collateral or any interest therein therein, or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) so, without the prior written consent of Secured Party, given at or permit anything to be done that may impair the written direction or with the written approval value of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral, except that Debtor shall be entitled to remove any items of Collateral (or any interest therein or portion thereof), other than in favor which are replaced with items of Secured Party, Collateral of at least equal suitability and value on behalf the date of the Banks and liens permitted under the Credit Agreement.their removal;
(2b) It will, to the full extent required under the Credit Agreement, Debtor shall pay all promptly when due any taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its the use or operation.operation of the Collateral;
(3c) It will sign and execute alone or with Secured Party is authorized to file financing statements under the Uniform Commercial Code, as adopted and enacted in the state in which the Debtor is located or in which the Premises are located, as amended from time to time (the “Uniform Commercial Code”) and any financing statement other documents requested by Secured Party to effectively implement the purposes of this Agreement;
(d) Secured Party may from time to time, at its option, perform any agreement or other document obligation of Debtor hereunder which Debtor fails to perform, and take any action which Secured Party deems necessary or appropriate for the maintenance or preservation of any of the Collateral or its security interest therein; and
(e) Any amounts incurred by Secured Party for costs and expenses (including without limitation, filings required limitation attorney’s fees and expenses) in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.
(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to enforce its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 hereunder, shall, at Secured Party’s option, become part of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit principal amount due under the Note and inspect such Debtor’s books, accountspart of the Obligations, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense, any such action or proceeding;
(viii) promptly, after being requested demand by Secured Party, Debtor shall pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights thereinDefault Rate.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Sources: Security Agreement (Urban-Gro, Inc.)
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted by the Credit Agreement, it will not sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (or, if required by under the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under Permitted Liens. Notwithstanding the foregoing, while no Default or Event of Default has occurred and is continuing, the Debtor may trade and sell assets in any Securities Account without the prior consent of Secured Party and may, subject to the provisions of Section 7.21 of the Credit Agreement, withdraw or transfer assets from any Securities Account without the consent of Secured Party.
(2) It will, to the full extent required under the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies upon the Collateral or for its use or operation.
(3) It will sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.
(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ ' fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 of the Credit Agreement, allow Secured Party, Administrative Agent or any Bank, to examine, audit and inspect such Debtor’s 's books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured PartyParty or the Administrative Agent, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II II, as such Schedule may be amended by Borrower from time to time, and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit AgreementCollateral, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s 's name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s 's records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s 's expense, any such action or proceeding;
(viii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ * fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s 's security interest may be established exclusively by controlcontrol and so long as there exists any Default or Event of Default, take such actions as Secured Party deems necessary or appropriate to establish exclusive control over any such Collateral;
(xi) sell any Collateral except as expressly permitted by the terms of the Credit Agreement; and
(xii) deliver to Secured Party any Instrument it receives evidencing any Collateral.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Majority Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s 's office in DetroitLos Angeles, Michigan California together with interest thereon at the highest default interest rate at which interest accrues on amounts after the same become due pursuant applicable to the terms Prime-based Advances of the Credit AgreementRevolving Credit, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest is or can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s 's business (or otherwise as permitted or required under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other fundsfunds that are not Collateral, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s 's prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s 's designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentationii)presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s 's security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s 's security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s 's names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s 's security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s 's control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s 's pledge of the investment property on the issuer’s 's books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted Company shall take any and all steps required to protect the Collateral, and in pursuance thereof Company agrees that Company shall deliver or caused to be delivered to Secured Party and Secured Party shall receive possession, on behalf of Banks, of certificates representing all of the pledged shares referred to in Schedule A-1, properly endorsed or with assignments separate from such certificates in blank for transfer. In addition Secured Party shall receive proof that appropriate acknowledgments, governmental approvals, share register entries, local pledge agreements, financing statements, collateral and other documents covering the Collateral have been executed and delivered by the Credit Agreementappropriate parties and recorded on file with such Persons and in such jurisdictions as necessary to perfect the security interests, it or other liens granted hereby and/or thereby. The Secured Party from time to time shall revise Schedule A-1 hereto and promptly deliver a copy thereto to Company and the Banks, on the effective date of the acquisition or creation by Company of a Subsidiary, adding to Schedule A-1 the name of each such Subsidiary so acquired or created, and upon such revision, Company shall be deemed to have pledged 100% of the capital stock (or other ownership interests) of each such Subsidiary so acquired or created to Secured Party for and on behalf of Banks.
(2) It will not sell, transfer, lease assign or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (orBanks, if required by or permit anything to be done that may materially impair the terms value of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreementsecurity intended to be afforded by this Stock Pledge.
(23) It will, subject to the full extent required under applicable terms of the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its use or operationoperation before any interest or penalty for nonpayment attaches thereto unless said payment is being contested in good faith and it establishes a reserve as required by generally accepted accounting principles.
(34) It will will, subject to the applicable terms of the Credit Agreement, sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all reasonable connected costs, necessary to protect the security interest under this Security Agreement Stock Pledge against the rights or interests of third persons.
(45) It will will, subject to the applicable terms of the Credit Agreement, reimburse Secured Party for all reasonable costs, including reasonable attorneys’ ' fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV Article VI hereof.
(5) It will,
(i) subject to Section 7.6 of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense, any such action or proceeding;
(viii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.will:
Appears in 1 contract
Protection of Security Interest. Each Debtor agrees that:
10.1. The Grantor shall take any action necessary to preserve redemption, conversion, warrant, preemptive or other rights (1) Except as permitted by the Credit Agreement, it will not sell, transfer, lease or otherwise dispose of any and be aware of the Collateral or any interest therein or offer to do so (other than dates limiting the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreement.
(2) It will, to the full extent required under the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies upon the Collateral or for its use or operation.
(3) It will sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.
(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be exercise of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(vrights) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense, any such action or proceeding;
(viii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, The Secured Party may, but shall never be obligated toneed not, perform or attempt take any action to perform preserve such covenant, duty or agreement on behalf of such Debtor, and any amount expended rights. No failure to act by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest can be perfected exclusively by possession, upon request of the Secured Party shall relieve the Grantor of its duties under this section or in any way impair or discharge the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It will hold the proceeds of Obligations or any of the Collateral (including accounts receivable them, and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject no failure to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of act by the Secured Party take shall result in any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable liability to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for Grantor or the benefit Borrower on the part of the Secured Party, written confirmation of . No omission by the Secured Party’s control over Party with respect to any such investment propertymatters shall in any way impair or discharge the Obligations or any of them. For purposes of Notwithstanding anything in this Section C(13)Security Agreement to the contrary, the Secured Party shall have exclusive control no obligation to exercise any rights or privileges, and no failure by the Secured Party to exercise any rights or privileges shall constitute a default under this Security Agreement or result in any liability to the Grantor on the part of investment property the Secured Party.
10.2. If the validity or priority of this Security Agreement or of any rights, titles, security interests or other interests created or evidenced hereby or thereby shall be attacked, endangered or questioned, or if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities any legal proceedings are instituted with respect thereto, the Grantor will give prompt written notice thereof to the Secured Party and the Grantor at its own cost and expense will diligently endeavor to cure any defect that may be developed or claimed, and will take all necessary and appropriate steps for the defense of such legal proceedings. The Secured Party (whether or not named as a party to legal proceedings with appropriate endorsements if respect thereto) is hereby authorized and empowered to take such certificated securities are additional steps as in registered form); (ii) its sole judgment and discretion may be necessary or proper for the defense of any such investment property consists of uncertificated securities and either (x) a Debtor causes legal proceedings or the issuer to register the Debtor’s pledge protection of the investment property on validity or priority of this Security Agreement and the issuer’s books rights, titles, security interests and records other interests created or (y) evidenced hereby or thereby, and all expenses so incurred of every kind and character shall be a demand obligation owing by the issuer thereof agrees, pursuant to documentation in form and substance satisfactory Grantor to the Secured PartyParty and shall bear interest from the date of expenditure until paid at the rate of 10% per annum or, that it will comply with instructions originated if lower, the highest rate of interest permitted by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtorlaw.
Appears in 1 contract
Sources: Subordinated Security Agreement (Heartland Partners L P)
Protection of Security Interest. Each Debtor shall take any and all steps necessary or required to preserve and protect the priority of the security interest granted herein, and in pursuance of this obligation, ▇▇▇▇▇▇ agrees that:
(1a) Except Debtor shall not sell (except as may be expressly permitted by pursuant to the Credit Agreementprovisions of the Loan Documents), it will not sellmortgage, encumber, transfer, lease or otherwise dispose (except as may be expressly permitted pursuant to the provisions of the Loan Documents) of any of the Collateral or any interest therein therein, or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) so, without the prior written consent of Secured Party, given at or permit anything to be done that may impair the written direction or with the written approval value of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral, except that Debtor shall be entitled to remove any items of Collateral (or any interest therein or portion thereof), other than in favor which are replaced with items of Secured Party, Collateral of at least equal suitability and value on behalf the date of the Banks and liens permitted under the Credit Agreement.their removal;
(2b) It will, to the full extent required under the Credit Agreement, Debtor shall pay all promptly when due any taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its the use or operation.operation of the Collateral;
(3c) It will sign and execute alone or with Secured Party is authorized to file financing statements under the Uniform Commercial Code, as adopted and enacted in the state in which the Debtor is located or in which the Premises are located, as amended from time to time (the “Uniform Commercial Code”) and any financing statement other documents requested by Secured Party to effectively implement the purposes of this Agreement;
(d) Secured Party may from time to time, at its option, perform any agreement or other document obligation of Debtor hereunder which Debtor fails to perform, and take any action which Secured Party deems necessary or appropriate for the maintenance or preservation of any of the Collateral or its security interest therein; and
(e) Any amounts incurred by Secured Party for costs and expenses (including without limitation, filings required limitation attorney’s fees and expenses) in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.
(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to enforce its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 hereunder, shall, at Secured Party’s option, become part of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit principal amount due under the Note and inspect such Debtor’s books, accountspart of the Obligations, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense, any such action or proceeding;
(viii) promptly, after being requested demand by Secured Party, Debtor shall pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights thereinDefault Rate.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Sources: Security Agreement (Urban-Gro, Inc.)
Protection of Security Interest. Each Debtor shall take any and all steps necessary or required to preserve and protect the priority of the security interest granted herein, and in pursuance of this obligation, Debtor agrees that:
(1a) Except Debtor shall not sell (except as may be expressly permitted by pursuant to the Credit Agreementprovisions of the Loan Documents), it will not sellmortgage, encumber, transfer, lease or otherwise dispose (except as may be expressly permitted pursuant to the provisions of the Loan Documents) of any of the Collateral or any interest therein therein, or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) so, without the prior written consent of Secured Party, given at or permit anything to be done that may impair the written direction or with the written approval value of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral, except that Debtor shall be entitled to remove any items of Collateral (or any interest therein or portion thereof), other than in favor which are replaced with items of Secured Party, Collateral of at least equal suitability and value on behalf the date of the Banks and liens permitted under the Credit Agreement.their removal;
(2b) It will, to the full extent required under the Credit Agreement, Debtor shall pay all promptly when due any taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its the use or operation.operation of the Collateral;
(3c) It will sign and execute alone or with Secured Party is authorized to file financing statements under the Uniform Commercial Code, as adopted and enacted in the state in which the Debtor is located or in which the Premises are located, as amended from time to time (the “Uniform Commercial Code”) and any financing statement other documents requested by Secured Party to effectively implement the purposes of this Agreement;
(d) Secured Party may from time to time, at its option, perform any agreement or other document obligation of Debtor hereunder which Debtor fails to perform, and take any action which Secured Party deems necessary or appropriate for the maintenance or preservation of any of the Collateral or its security interest therein; and
(e) Any amounts incurred by Secured Party for costs and expenses (including without limitation, filings required limitation attorney’s fees and expenses) in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.
(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to enforce its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 hereunder, shall, at Secured Party’s option, become part of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit principal amount due under the Note and inspect such Debtor’s books, accountspart of the Obligations, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense, any such action or proceeding;
(viii) promptly, after being requested demand by Secured Party, Debtor shall pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights thereinDefault Rate.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted by the Credit Agreement, it will not sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business and the sale or as otherwise permitted by the Credit Agreementother disposition of worn-out or other unusable items of tangible personal property or items no longer useful to or necessary in each such Debtor's business) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any 135 EXHIBIT 10.1 of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreement.
(2) It will, to the full extent required under the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies upon the Collateral or for its use or operation.
(3) It will sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.
(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ ' fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 8.6 of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s 's books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit AgreementCollateral, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s 's name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s 's records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s 's expense, any such action or proceeding;
(viii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ ' fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;; and
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s 's office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest is or can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s 's business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s 's prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s 's designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentationii)presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s 's security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted by the Credit Agreement, it will not sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the requisite Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreement.
(2) It will, to the full extent required under the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies upon the Collateral or for its use or operation.
(3) It will sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.
(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ ' fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV hereof.
(5) It will,
(i) subject to Section 7.6 6.5 of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s 's books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away way copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit AgreementCollateral, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s 's name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s 's records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s 's expense, any such action or proceeding;
(viii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ ' fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s 's security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Security Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s 's office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest is or can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s 's business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s 's prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s 's designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentationii)presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s 's security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s 's security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s 's names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s 's security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s 's control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s 's pledge of the investment property on the issuer’s 's books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted Company shall take any and all steps required to protect the Collateral, and in pursuance thereof Company agrees that Company shall deliver or caused to be delivered to Secured Party and Secured Party shall receive possession, on behalf of Banks, of certificates representing all of the pledged shares referred to in Schedule A, properly endorsed or with assignments separate from such certificates in blank for transfer. In addition Secured Party shall receive proof that appropriate acknowledgments, governmental approvals, share register entries, local pledge agreements, financing statements, collateral and other documents covering the Collateral have been executed and delivered by the Credit Agreementappropriate parties and recorded on file with such Persons and in such jurisdictions as necessary to perfect the security interests, it or other liens granted hereby and/or thereby. The Secured Party from time to time shall revise Schedule A hereto and promptly deliver a copy thereto to Company and the Banks, on the effective date of the acquisition or creation by Company of a Subsidiary, adding to Schedule A the name of each such Subsidiary so acquired or created, and upon such revision, Company shall be deemed to have pledged 100% of the capital stock (or other ownership interests) of each such Subsidiary so acquired or created to Secured Party for and on behalf of Banks.
(2) It will not sell, transfer, lease assign or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (orBanks, if required by or permit anything to be done that may materially impair the terms value of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreementsecurity intended to be afforded by this Stock Pledge.
(23) It will, subject to the full extent required under applicable terms of the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its use or operationoperation before any interest or penalty for nonpayment attaches thereto unless said payment is being contested in good faith and it establishes a reserve as required by generally accepted accounting principles.
(34) It will will, subject to the applicable terms of the Credit Agreement, sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all reasonable connected costs, necessary to protect the security interest under this Security Agreement Stock Pledge against the rights or interests of third persons.
(45) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV Article VI hereof.
(56) It will,:
(i) subject to Section 7.6 of the Credit Agreement, allow Secured Party, or any Bank, Party to examine, audit and inspect such DebtorCompany’s books, accounts, and other records (including without limitation all records relating to the Collateral or the Indebtedness), ledgers and assets and properties of every kind and description wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers. An examination of the records or properties of the Company may require revealment of proprietary and/or confidential data and information, and the provisions of Section 12.13 of the Credit Agreement are incorporated herein;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a partyDocuments;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(viiv) promptly notify Secured Party of any material change in any fact or circumstances warranted or represented by Company in this Stock Pledge or in any other writing furnished by Company to Secured Party in connection with the extent required under Collateral or the Credit Agreement, Indebtedness;
(vi) promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such DebtorCompany’s expense, any such action or proceeding;; and
(viiivii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(67) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor Company will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Majority Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor Company fail to be performed in accordance with its terms hereunder resulting in an Event of Defaulthereunder, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such DebtorCompany, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor Company agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of any note executed pursuant to the Credit Agreement, Agreement from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor Company acquires any rights subsequent to the date hereof and which, under applicable law, a security interest is or can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor Company agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It 8) Company will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon at its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor Company or such DebtorCompany’s designee for the purpose of of
(i) the ultimate sale or exchange thereof, or or
(ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Majority Banks, specifically so agrees in writing. .
(10) If such Debtor Company requests any such redelivery, such Debtor Company will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Sources: Stock Pledge Agreement (North Pointe Holdings Corp)
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted Company shall take any and all steps required to protect the Collateral, and in pursuance thereof Company agrees that Company shall deliver or caused to be delivered to Secured Party and Secured Party shall receive possession, on behalf of Banks, of certificates representing all of the pledged shares referred to in Schedule A-1, properly endorsed or with assignments separate from such certificates in blank for transfer. In addition Secured Party shall receive proof that appropriate acknowledgments, governmental approvals, share register entries, local pledge agreements, financing statements, collateral and other documents covering the Collateral have been executed and delivered by the Credit Agreementappropriate parties and recorded on file with such Persons and in such jurisdictions as necessary to perfect the security interests, it or other liens granted hereby and/or thereby. The Secured Party from time to time shall revise Schedule A-1 hereto and promptly deliver a copy thereto to Company and the Banks, on the effective date of the acquisition or creation by Company of a Subsidiary, adding to Schedule A-1 the name of each such Subsidiary so acquired or created, and upon such revision, Company shall be deemed to have pledged 100% of the capital stock (or other ownership interests) of each such Subsidiary so acquired or created to Secured Party for and on behalf of Banks.
(2) It will not sell, transfer, lease assign or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (orBanks, if required by or permit anything to be done that may materially impair the terms value of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreementsecurity intended to be afforded by this Stock Pledge.
(23) It will, subject to the full extent required under applicable terms of the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its use or operationoperation before any interest or penalty for nonpayment attaches thereto unless said payment is being contested in good faith and it establishes a reserve as required by generally accepted accounting principles.
(34) It will will, subject to the applicable terms of the Credit Agreement, sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all reasonable connected costs, necessary to protect the security interest under this Security Agreement Stock Pledge against the rights or interests of third persons.
(45) It will will, subject to the applicable terms of the Credit Agreement, reimburse Secured Party for all reasonable costs, including reasonable attorneys’ ' fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV Article VI hereof.
(56) It will,:
(i) subject to Section 7.6 the applicable terms of the Credit Agreement, allow Secured Party, or any Bank, Party to examine, audit and inspect such Debtor’s Company's books, accounts, and other records (including without limitation all records relating to the Collateral or the Indebtedness), ledgers and assets and properties of every kind and description wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers. An examination of the records or properties of the Company may require revealment of proprietary and/or confidential data and information, and the provisions of Section 14.12 of the Credit Agreement are incorporated herein;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a partyDocuments;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(viiv) promptly notify Secured Party of any material change in any fact or circumstances warranted or represented by Company in this Stock Pledge or in any other writing furnished by Company to Secured Party in connection with the extent required under Collateral or the Credit Agreement, Indebtedness;
(vi) promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s Company's expense, any such action or proceeding;; and
(viiivii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ ' fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(67) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor Company will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Majority Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor Company fail to be performed in accordance with its terms hereunder resulting in an Event of Defaulthereunder, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such DebtorCompany, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor Company agrees to pay such amount to Secured Party upon demand at Secured Party’s 's office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of any note executed pursuant to the Credit Agreement, Agreement from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor Company acquires any rights subsequent to the date hereof and which, under applicable law, a security interest is or can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor Company agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It 8) Company will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon at its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor Company or such Debtor’s Company's designee for the purpose of of
(i) the ultimate sale or exchange thereof, or or
(ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s 's security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Majority Banks, specifically so agrees in writing. .
(10) If such Debtor Company requests any such redelivery, such Debtor Company will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Sources: Pledge Agreement (Alrenco Inc)
Protection of Security Interest. Each Debtor agrees that:
(1) Except as permitted Company shall take any and all steps required to protect the Collateral, and in pursuance thereof Company agrees that Company shall deliver or caused to be delivered to Secured Party and Secured Party shall receive possession, on behalf of Banks, of certificates representing all of the pledged shares referred to in Schedule A, properly endorsed or with assignments separate from such certificates in blank for transfer. In addition Secured Party shall receive proof that appropriate acknowledgments, governmental approvals, share register entries, local pledge agreements, financing statements, collateral and other documents covering the Collateral have been executed and delivered by the Credit Agreementappropriate parties and recorded on file with such Persons and in such jurisdictions as necessary to perfect the security interests, it or other liens granted hereby and/or thereby. The Secured Party from time to time shall revise Schedule A hereto and promptly deliver a copy thereto to Company and the Banks, on the effective date of the acquisition or creation by Company of a Subsidiary, adding to Schedule A the name of each such Subsidiary so acquired or created, and upon such revision, Company shall be deemed to have pledged 100% of the capital stock (or other ownership interests) of each such Subsidiary so acquired or created to Secured Party for and on behalf of Banks.
(2) It will not sell, transfer, lease assign or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or with the written approval of the Majority Banks (orBanks, if required by or permit anything to be done that may materially impair the terms value of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreementsecurity intended to be afforded by this Stock Pledge.
(23) It will, subject to the full extent required under applicable terms of the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its use or operationoperation before any interest or penalty for nonpayment attaches thereto unless said payment is being contested in good faith and it establishes a reserve as required by generally accepted accounting principles.
(34) It will will, subject to the applicable terms of the Credit Agreement, sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all reasonable connected costs, necessary to protect the security interest under this Security Agreement Stock Pledge against the rights or interests of third persons.
(45) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ ' fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV Article VI hereof.
(56) It will,:
(i) subject to Section 7.6 of the Credit Agreement, allow Secured Party, or any Bank, Party to examine, audit and inspect such Debtor’s Company's books, accounts, and other records (including without limitation all records relating to the Collateral or the Indebtedness), ledgers and assets and properties of every kind and description wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers. An examination of the records or properties of the Company may require revealment of proprietary and/or confidential data and information, and the provisions of Section 12.13 of the Credit Agreement are incorporated herein;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a partyDocuments;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(viiv) promptly notify Secured Party of any material change in any fact or circumstances warranted or represented by Company in this Stock Pledge or in any other writing furnished by Company to Secured Party in connection with the extent required under Collateral or the Credit Agreement, Indebtedness;
(vi) promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s Company's expense, any such action or proceeding;; and
(viiivii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ ' fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(67) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor Company will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Majority Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor Company fail to be performed in accordance with its terms hereunder resulting in an Event of Defaulthereunder, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such DebtorCompany, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor Company agrees to pay such amount to Secured Party upon demand at Secured Party’s 's office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of any note executed pursuant to the Credit Agreement, Agreement from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor Company acquires any rights subsequent to the date hereof and which, under applicable law, a security interest is or can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor Company agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It 8) Company will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon at its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor Company or such Debtor’s Company's designee for the purpose of of
(i) the ultimate sale or exchange thereof, or or
(ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s 's security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Majority Banks, specifically so agrees in writing. .
(10) If such Debtor Company requests any such redelivery, such Debtor Company will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
Appears in 1 contract
Protection of Security Interest. Each Debtor agrees that:
(1) Except Company shall take any and all steps required to establish and maintain Secured Party's first priority security interest in the collateral and in pursuance thereof Company agrees that Company shall deliver or caused to be delivered to Secured Party and Secured Party shall receive possession, on behalf of Banks, of certificates representing all of the pledged shares referred to in Schedule A-1 or A-2, as permitted the case may be, properly endorsed or with assignments separate from such certificates in blank for transfer. In addition Secured Party shall receive proof that appropriate acknowledgments, governmental approvals, share register entries, local pledge agreements, financing statements, collateral and other documents covering the Collateral have been executed and delivered by the Credit Agreementappropriate parties and recorded on file with such Persons and in such jurisdictions as necessary to perfect the security interests, it or other liens granted hereby and/or thereby. The Secured Party from time to time shall revise Schedule A-1 and Schedule A-2 hereto and promptly deliver a copy thereto to Company and the Banks, on the effective date of the acquisition or creation by Company of a Domestic Subsidiary or a direct Foreign Subsidiary (as the case may be), adding to Schedule A-1 the name of each such Domestic Subsidiary or to Schedule A-2 each such direct Foreign Subsidiary (as the use may be) so acquired or created, and upon such revision, Company shall be deemed to have pledged 100% of the capital stock (or other ownership interests) of each such Domestic Subsidiary and 65% of the capital stock (or other ownership interests) of each such Foreign Subsidiary so acquired or created to Secured Party for and on behalf of Banks.
(2) It will not sell, transfer, lease assign or otherwise dispose of any of the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory except in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given at the written direction or accordance with the written approval of the Majority Banks (or, if required by the terms Section 8.5 of the Credit Agreement, all Agreement or permit anything to be done that may materially impair the value of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreementsecurity intended to be afforded by this Stock Pledge.
(23) It will, subject to the full extent required under applicable terms of the Credit Agreement, pay all taxes including, without limitation, any maintenance fees payable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies assessments upon the Collateral or for its use or operationoperation before any interest or penalty for nonpayment attaches thereto unless said payment is being contested in good faith and it establishes a reserve as required by generally accepted accounting principles.
(34) It will will, subject to the applicable terms of the Credit Agreement, sign and execute alone or with Secured Party any financing statement or other document (including without limitation, filings required in connection with any pending or registered trademark) or procure any documents and pay all reasonable connected costs, necessary to protect the security interest under this Security Agreement Stock Pledge against the rights or interests of third persons.
(45) It will will, subject to the applicable terms of the Credit Agreement, reimburse Secured Party for all reasonable costs, including reasonable attorneys’ ' fees, incurred for any action taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV Article VI hereof.
(5) It will,
(i) subject to Section 7.6 of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s books, accounts, and other records relating to the Collateral wherever located at all reasonable times during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers;
(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document, pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof;
(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party;
(iv) keep, at the addresses designated on Schedule II and such additional addresses as may be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time the status of the Collateral;
(v) give Secured Party not less than 30 days prior written notice of all contemplated changes in such Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to be filed all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with the terms hereof;
(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonably request concerning the Collateral;
(vii) to the extent required under the Credit Agreement, promptly notify Secured Party of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense, any such action or proceeding;
(viii) promptly, after being requested by Secured Party, pay to Secured Party the amount of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, or in connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein;
(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts;
(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control.
(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, such Debtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should any covenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of such Debtor, and any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of Secured Party, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuant to the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicable law, a security interest can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rights therein.
(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is sold other than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle said proceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request.
(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable, or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent.
(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation, collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall not constitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor will deliver with such request a financing statement in form and substance satisfactory to Secured Party.
(10) Subject to the applicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of Secured Party, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents and instruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby.
(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statements or other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral.
(12) Secured Party may take such actions in its own name or in such Debtor’s names as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established by control.
(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) such investment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investment property consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant to documentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of security entitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it will comply with entitlement orders originated by the Secured Party without further consent by any Debtor.
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