Authorization to File Financing Statements. Each Grantor hereby irrevocably authorizes the Purchaser at any time and from time to time to file in any jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
Appears in 5 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (AxoGen, Inc.)
Authorization to File Financing Statements. (a) Each Grantor Co-Issuer hereby irrevocably authorizes the Purchaser Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in which Section 8.25(c)), to perfect the UCC has been adopted security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any initial such financing statements statement, financing change statement, document or instrument naming the Trustee as secured party and amendments thereto indicating that (a) indicate the Indenture Collateral (i) as includes “all accounts receivableassets” , including health care receivables, “all present and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor after-acquired personal property” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC UCC or such jurisdictionthe PPSA, as applicable, including, without limitation, any and all Securitization IP, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor Co-Issuer agrees to furnish any such information necessary to accomplish the Purchaser foregoing promptly upon the Servicer’s request. Each Grantor Co-Issuer also hereby ratifies its authorization for and authorizes the Purchaser filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed the Indenture Collateral made prior to the date hereof.
(b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
(c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.
Appears in 5 contracts
Samples: Amendment No. 11 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Amendment No. 9 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Base Indenture (Driven Brands Holdings Inc.)
Authorization to File Financing Statements. Each Grantor Debtor shall perform any and all acts reasonably requested by the Secured Party to establish, maintain and continue the Secured Party’s security interest and liens in the Collateral, including but not limited to, executing or authenticating financing statements and such other instruments and documents when and as reasonably requested by the Secured Party. Debtor hereby authorizes Secured Party through any of Secured Party’s employees, agents or attorneys to file any and all financing statements, including, without limitation, any original filings, continuations, transfers or amendments thereof required to perfect Secured Party’s security interest and liens in the Collateral under the UCC without authentication or execution by Debtor. Debtor hereby irrevocably authorizes the Purchaser Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction in which the UCC has been adopted any initial financing statements statement(s) and amendments thereto that (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered is subject to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor or words of similar effectSecured Party’s security interest, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain provide any other information required by part 5 of Article 9 of the UCC Uniform Commercial Code of the State or such other jurisdiction for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (i) whether such Grantor the Debtor is an organization, the type of organization and any organization identification number issued to such Grantorthe Debtor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Grantor The Debtor agrees to furnish any such information to the Purchaser Secured Party promptly upon the Secured Party’s request. Each Grantor also ratifies its authorization for Upon the Purchaser satisfaction in full of all Indebtedness of Debtor to have filed in Secured Party, Secured Party shall file any UCC jurisdiction any like initial financing statements (or amendments thereto if filed prior terminations thereof) or other documents reasonably requested by Debtor in order to release and terminate Secured Party’s security interest and liens in the date hereofCollateral under the UCC.
Appears in 3 contracts
Samples: Master Security Agreement (Acusphere Inc), Master Security Agreement (Acusphere Inc), Master Security Agreement (Acusphere Inc)
Authorization to File Financing Statements. Each Grantor hereby irrevocably authorizes shall have filed, caused to be filed or authorized the Purchaser at any time and from time to time to file in any jurisdiction in which the UCC has been adopted filing of any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 subchapter E of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to reasonably requested by Collateral Agent (as directed in accordance with the Purchaser Intercreditor Agreement), promptly upon request, that is necessary to effectuate the provisions of this Section 2.2. Each Grantor also ratifies its authorization for the Purchaser Any failure to have filed in file any UCC jurisdiction any like initial financing statements or amendments thereto if shall not impair the validity or enforceability of this Security Agreement against the Grantors. From time to time thereafter, the Grantors shall file, cause to be filed prior or authorize the filing of such financing statements and shall file, cause to be filed or authorize the filing of such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Collateral Agent and Secured Parties under this Security Agreement in the Collateral and in the proceeds thereof. To the extent any Grantor files any financing statements in respect of the Collateral, such Grantor shall deliver (or cause to be delivered) to the date hereofCollateral Agent file stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that the Grantor fails to perform its obligations under this subsection, the Collateral Agent may do so, in each case at the expense of the Grantor.
Appears in 2 contracts
Samples: Pledge, Assignment, and Security Agreement (Allied Capital Corp), Pledge, Assignment, and Security Agreement (Allied Capital Corp)
Authorization to File Financing Statements. Each Grantor hereby 5.1. The Borrower irrevocably authorizes the Purchaser at any time and from time to time Lender to file in any Uniform Commercial Code jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that (a) indicate that:
5.1.1. Indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect assets of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor the Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain ;
5.1.2. Contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (i) whether such Grantor the Borrower is an organization, the type of organization organization, and any organization identification number issued to such Grantorthe Borrower and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral to be as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates;
5.1.3. Each Grantor Contain a notification that the Borrower has granted a negative pledge to the Lender, and that any subsequent lien or may be tortuously interfering with Lender’s rights;
5.1.4. Advises third parties that any notification of Borrower’s Account Debtors will interfere with Lender’s collection rights;
5.2. The Borrower agrees to furnish any such of the foregoing information to the Purchaser Lender promptly upon request;
5.3. Each Grantor also The Borrower ratifies its authorization for the Purchaser Lender to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof; and
5.4. The Lender may add any supplemental language to any such financing statement as Lender may determine to be necessary or helpful in acquiring or preserving rights against third parties.
Appears in 2 contracts
Samples: Loan and Security Agreement (Synthetech Inc), Loan and Security Agreement (Emagin Corp)
Authorization to File Financing Statements. Each Grantor (a) The Master Issuer hereby irrevocably authorizes the Purchaser Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture; provided that (a) indicate with respect to Intellectual Property, this authorization is applicable only in Perfected Countries. The Master Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral (i) as includes “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detailincluding, without limitation, any and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantorall Securitization IP. Each Grantor The Master Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Servicer’s request. The Master Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Master Issuer acknowledges that to the extent the Indenture Collateral includes certain rights of the Master Issuer as a secured party under the Related Documents, the Master Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 2 contracts
Samples: Base Indenture (Planet Fitness, Inc.), Base Indenture (Planet Fitness, Inc.)
Authorization to File Financing Statements. Each Grantor (a) The Company hereby irrevocably authorizes the Purchaser Versant at any time and from time to time to file in any Uniform Commercial Code jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that that:
(ai) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect assets of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detail, and ;
(bii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (x) whether such Grantor the Company is an organization, the type of organization organization, and any organization identification number issued to such Grantor. Each Grantor the Company and, (y) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates;
(iii) contain a notification that the Company has granted a negative pledge to Versant, and that any subsequent lienor may be tortiously interfering with Versant’s rights; and
(iv) advises third parties that any notification of the Company’s Account Debtors will interfere with Versant’s collection rights.
(b) The Company agrees to furnish any such of the foregoing information to the Purchaser Versant promptly upon request. Each Grantor also .
(c) The Company ratifies its authorization for the Purchaser Versant to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(d) Versant may add any supplemental language to any such financing statement as Versant may determine to be necessary or helpful in acquiring or preserving rights against third parties.
Appears in 2 contracts
Samples: Factoring Agreement (iSpecimen Inc.), Security Agreement (Competitive Technologies Inc)
Authorization to File Financing Statements. Each Grantor (a) The Co-Issuers hereby irrevocably authorizes authorize the Purchaser Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments (or, with respect to the Mortgages, upon the occurrence of a Mortgage Recordation Event) with respect to the Indenture Collateral, including, without limitation, any and all Domino’s IP (to the extent set forth in Section 8.25(c) and Section 8.25(d)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Domino’s IP (other than applications for Trademarks as described in Section 3.1(a)(iv) above), or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees The Co-Issuers agree to furnish any such information necessary to accomplish the foregoing promptly upon the Trustee’s request. The Co-Issuers also hereby ratify and authorize the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of the Co-Issuers as secured parties under the Related Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 2 contracts
Samples: Sixth Supplement to Amended and Restated Base Indenture (Dominos Pizza Inc), Base Indenture (Dominos Pizza Inc)
Authorization to File Financing Statements. Each Grantor (a) The Issuer hereby irrevocably authorizes the Purchaser Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The Issuer authorizes the filing of any such financing statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Securitization IP, or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor The Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Control Party’s request. The Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Issuer acknowledges that the Indenture Collateral may include certain rights of the Issuer as a secured party under the Transaction Documents. To the extent the Issuer is a secured party under the Transaction Documents, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Control Party on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 2 contracts
Samples: Base Indenture Amendment (Wingstop Inc.), Base Indenture (Wingstop Inc.)
Authorization to File Financing Statements. Each Grantor (a) The Issuer hereby irrevocably authorizes the Purchaser Control Party or its agents on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments (or, with respect to the Mortgages, upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative)) with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c) and Section 8.25(e)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral (a) indicate the Collateral (i) as includes “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC including, without limitation, any and all Securitization IP, or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor The Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Control Party’s request. The Issuer also hereby ratifies and authorizes the filing on behalf of the Trustee for the benefit of the Secured Parties, of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Issuer acknowledges that the Indenture Collateral may include certain rights of the Issuer as secured party under the Transaction Documents. To the extent the Issuer is a secured party under the Transaction Documents, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Control Party on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 2 contracts
Samples: Base Indenture (Twin Hospitality Group Inc.), Base Indenture (Fat Brands, Inc)
Authorization to File Financing Statements. Each Grantor (a) The Master Issuer hereby irrevocably authorizes the Purchaser Control Party (acting at the direction of the Controlling Class Representative) on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture; provided, that (a) indicate with respect to applications and registrations for Intellectual Property, this authorization is applicable only with respect to U.S. registrations and applications for Patents, Copyrights and Trademarks. The Master Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral (i) as includes “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detailincluding, without limitation, any and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantorall Securitization IP. Each Grantor The Master Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Control Party’s request (acting at the direction of the Controlling Class Representative). The Master Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Master Issuer acknowledges that to the extent the Indenture Collateral includes certain rights of the Master Issuer as a secured party under the Related Documents, the Master Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorizes the Control Party (acting at the direction of the Controlling Class Representative) on behalf of and for the benefit of the Secured Parties to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Authorization to File Financing Statements. Each Grantor hereby irrevocably authorizes the Purchaser Collateral Trustee and its Related Persons, at any time and from time to time time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in any jurisdiction such form and in which such offices as the UCC has been adopted any initial Collateral Trustee reasonably determines appropriate to perfect the security interests of the Collateral Trustee under this Agreement, and such financing statements and amendments thereto that (a) indicate the Collateral (i) indicate such Grantor’s Collateral (1) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect assets of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC or UCC of such jurisdiction, or (ii2) as being of an equal or lesser scope or with greater detailby any other description which reasonably approximates the description contained in this Agreement, and (bii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any such information to the Purchaser promptly upon requestjurisdiction. Each Such Grantor also hereby ratifies its authorization for the Purchaser Collateral Trustee to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. For the avoidance of doubt, notwithstanding the authorization set forth in this Section 7.2, the Collateral Trustee will not be obligated to file or re-file or record or re-record any financing statements.
Appears in 1 contract
Samples: Security Agreement (Unisys Corp)
Authorization to File Financing Statements. Each Grantor (a) The Issuer hereby irrevocably authorizes the Purchaser Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The Issuer authorizes the filing of any such financing statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Securitization IP, or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor The Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Control Party’s request. The Issuer also hereby ratifies and authorizes the filing on behalf of the Trustee for the benefit of the Secured Parties, of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Issuer acknowledges that the Indenture Collateral may include certain rights of the Issuer as secured party under the Transaction Documents. To the extent the Issuer is a secured party under the Transaction Documents, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Control Party on behalf of the Secured Parties to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Authorization to File Financing Statements. Each Grantor (a) The Co-Issuers hereby irrevocably authorizes authorize the Purchaser Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP or Overseas IP, to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC UCC, including, without limitation, any and all Securitization IP or such jurisdictionOverseas IP (other than applications for Trademarks as described in Section 3.1(a)(iv) above), or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees The Co-Issuers agree to furnish any such information necessary to accomplish the foregoing promptly upon the Trustee’s request. The Co-Issuers also hereby ratify and authorize the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of the Co-Issuers as secured parties under the Related Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Secured Parties to make such filings they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Samples: Base Indenture (Dominos Pizza Inc)
Authorization to File Financing Statements. Each Grantor (a) The Co-Issuers hereby irrevocably authorizes authorize the Purchaser Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral (other than any Real Estate Assets), including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Securitization IP, or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees The Co-Issuers agree to furnish any such information necessary to accomplish the foregoing promptly upon the Trustee’s request. The Co-Issuers also hereby ratify and authorize the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of the Co-Issuers as secured parties under the Related Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Samples: Base Indenture (DineEquity, Inc)
Authorization to File Financing Statements. Each Grantor (a) The Master Issuer hereby irrevocably authorizes the Purchaser Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture; provided that (a) indicate with respect to Intellectual Property, this authorization is applicable only in Perfected Countries. The Master Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral (i) as includes “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detailincluding, without limitation, any and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantorall Securitization IP. Each Grantor The Master Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Servicer’s request. The Master Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Master Issuer acknowledges that to the extent the Indenture Collateral includes certain rights of the Master Issuer as a secured party under the Related Documents, the Master Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. ARTICLE IV
Appears in 1 contract
Authorization to File Financing Statements. Each Grantor hereby irrevocably authorizes Notify the Purchaser Bank in writing at any time that it opens, acquires, obtains, or becomes the beneficiary of any type of Collateral (or rights therein) to the extent the Bank will not at that time have, and continuously thereafter (subject to the filing of continuation statements, if necessary) maintain, a perfected first priority security interest in (subject to Permitted Liens) such Collateral, including but not limited to: all Deposit Accounts, Securities Accounts and Commodity Accounts and other Investment Property; all Commercial Tort Claims; all Instruments, Documents, Tangible Chattel Paper and Electronic Chattel Paper; all other Collateral in the possession of a third party; and all Letter-of-Credit Rights and other Supporting Obligations. At any time and from time to time to file in any jurisdiction in which time, upon the UCC has been adopted any initial financing statements written request of the Bank, and amendments thereto that (a) indicate at the Collateral sole expense of the Debtors, promptly (i) as “deliver to the Bank all accounts receivableletters of credit and other Supporting Obligations, Instruments, Chattel Paper, Documents and Investment Property (including health care receivablesany necessary endorsements) that at any time is part of the Collateral or becomes Proceeds of any Collateral unless in possession of a lien holder with a prior Permitted Lien, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC or such jurisdiction, or (ii) execute and deliver such further instruments, agreements and documents and take such further action as being the Bank may reasonably request for the purpose of an equal or lesser scope or with greater detailobtaining, preserving, and (b) contain any other information required by part 5 enforcing the full benefits of Article 9 this Security Agreement and of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendmentrights and powers herein granted, including whether such Grantor is an organizationincluding, the type of organization without limitation, executing and any organization identification number issued delivering and using commercially reasonable efforts to such Grantor. Each Grantor agrees cause third parties to furnish any such information execute and deliver to the Purchaser promptly upon requestBank security agreements, pledge agreements, control agreements, bailee acknowledgments, assignments and waivers, all in form and substance satisfactory to the Bank. Each Grantor The Debtors will mark all Chattel Paper with a legend indicating that the Bank has a sxxxxity interest in the Chattel Paper. The Debtors also ratifies its authorization for hereby authorize the Purchaser Bank to have filed in file any UCC jurisdiction Uniform Commercial Code financing or continuation statement without the signature of the Debtors to the extent permitted by applicable law. The Debtors hereby ratify any like initial filing by the Bank of financing statements or amendments thereto if filed prior to the date hereofhereof with respect to the Collateral. A carbon, photographic, facsimile or other reproduction of this Security Agreement shall be sufficient as a financing statement for filing in any jurisdiction.
Appears in 1 contract
Authorization to File Financing Statements. Each Grantor (a) The Issuer hereby irrevocably authorizes the Purchaser Control Party on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral (a) indicate the Collateral (i) as includes “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor The Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Control Party’s request. The Issuer also hereby ratifies and authorizes the filing on behalf of the Trustee for the benefit of the Secured Parties, of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Issuer acknowledges that the Indenture Collateral may include certain rights of the Issuer as secured party under the Transaction Documents. To the extent the Issuer is a secured party under the Transaction Documents, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Control Party on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Samples: Base Indenture (Fat Brands, Inc)
Authorization to File Financing Statements. (a) Pursuant to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and continuation statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent reasonably determines reasonably necessary or appropriate to perfect the security interests of the Collateral Agent under this Agreement. Each Grantor (other than the Pledgor and the Borrower) authorizes the Collateral Agent to use the collateral description “all personal property” or “all assets,” in each case “whether now owned or hereafter acquired and wherever located,” in any such financing statements. The Borrower authorizes the Collateral Agent to use the collateral description in Section 4 hereof and to include the exclusions described in clause (ii) of the proviso thereof. Pledgor authorizes the Collateral Agent in any such financing statements to use the collateral descriptions in the subsections of Section 4 hereof referred to in clause (i) of the proviso of the introductory paragraph of Section 3 herein but such collateral description does not have to exclude or describe as excluded any property described in the proviso after the last item of Collateral in Section 3 herein, including, without limitation, the Excluded Assets. Each Grantor hereby irrevocably ratifies and authorizes the Purchaser at filing by the Collateral Agent of any financing statement with respect to the Collateral made prior to the Closing Date.
(b) At any time and from time to time to file in time, upon the request and at the sole cost and expense of any jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that (a) indicate Grantor, the Collateral (i) Agent shall execute and deliver to such Grantor or otherwise authorize the filing of such instruments as “all accounts receivablesuch Grantor shall reasonably request, including health care receivablesany financing statement amendment, and to confirm, evidence or otherwise reflect in the public record the exclusion from the Collateral of all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect or any portion of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash the property of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereofthat does not constitute Collateral.
Appears in 1 contract
Samples: Omnibus Guarantee, Pledge and Security Agreement (Fuelcell Energy Inc)
Authorization to File Financing Statements. (a) Each Grantor Guarantor hereby irrevocably authorizes the Purchaser Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that (a) indicate other filing or recording documents or instruments with respect to the Collateral (i) to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Agreement. Each Guarantor authorizes the filing of any such financing statement, document or instrument naming the Trustee as secured party and indicating that the Collateral includes “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detailincluding, without limitation, any and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantorall Securitization IP. Each Grantor Guarantor agrees to furnish any such information necessary to accomplish the Purchaser foregoing promptly upon the Control Party’s request. Each Grantor Guarantor also hereby ratifies its authorization for and authorizes the Purchaser filing on behalf of the Secured Parties of any financing statement with respect to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed the Collateral made prior to the date hereof.
(b) Each Guarantor acknowledges that to the extent the Collateral includes certain rights of the Guarantors as secured parties under the Related Documents, each Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorizes the Control Party on behalf of and for the benefit of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Jack in the Box Inc /New/)
Authorization to File Financing Statements. (a) Each Grantor Guarantor hereby irrevocably authorizes the Purchaser Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that (a) indicate other filing or recording documents or instruments with respect to the Collateral (i) to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Agreement. Each Guarantor authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Collateral includes “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detailincluding, without limitation, any and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantorall Securitization IP. Each Grantor Guarantor agrees to furnish any such information necessary to accomplish the Purchaser foregoing promptly upon the Servicer’s request. Each Grantor Guarantor also hereby ratifies its authorization for and authorizes the Purchaser filing on behalf of the Secured Parties of any financing statement with respect to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed the Collateral made prior to the date hereof.
(b) Each Guarantor acknowledges that to the extent the Collateral includes certain rights of the Guarantors as secured parties under the Related Documents, each Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings as they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Authorization to File Financing Statements. (a) Each Grantor Guarantor hereby irrevocably authorizes the Purchaser Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c) and Section 8.25(d) of the Base Indenture), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Agreement. Each Guarantor authorizes the filing of any such financing statement, document or instrument naming the Trustee as secured party and indicating that the Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Securitization IP, or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor Guarantor agrees to furnish any such information necessary to accomplish the Purchaser foregoing promptly upon the Control Party’s request. Each Grantor Guarantor also hereby ratifies its authorization for and authorizes the Purchaser filing on behalf of the Secured Parties of any financing statement with respect to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed the Collateral made prior to the date hereof.
(b) Each Guarantor acknowledges that the Collateral under this Agreement includes certain rights of such Guarantor as a secured party under the Transaction Documents. Each Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorizes the Control Party on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Driven Brands Holdings Inc.)
Authorization to File Financing Statements. (a) Each Grantor Guarantor hereby irrevocably authorizes the Purchaser Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office (including, without limitation, the PTO) in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Collateral (other than any Real Estate Assets and Non-Perfected IP), including, without limitation, any and all Core Marks (only to the extent set forth in Section 8.25(c) and Section 8.25(d) of the Base Indenture), to perfect or record evidence of the security interests of the Trustee for the benefit of the Secured Parties under this Agreement. Each Guarantor authorizes the filing of any such financing statement, other filing, recording document or instrument naming the Trustee as secured party and indicating that the Collateral includes (a) indicate the Collateral (i) as other than with respect to DD Franchisor, “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Securitization IP or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor Guarantor agrees to furnish any such information necessary to accomplish the Purchaser foregoing promptly upon the Servicer’s request. Each Grantor Guarantor also hereby ratifies its authorization for and authorizes the Purchaser filing on behalf of the Secured Parties of any financing statement with respect to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed the Collateral made prior to the date hereof.
(b) Each Guarantor acknowledges that the Collateral under this Agreement includes certain rights of the Guarantors as secured parties under the Related Documents. Each Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings as they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dunkin' Brands Group, Inc.)
Authorization to File Financing Statements. Each Grantor hereby 4.1. The Borrower irrevocably authorizes the Purchaser Lender at any time and from time to time to file in any Uniform Commercial Code jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that (a) that:
4.1.1. indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect assets of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) ;
4.1.2. contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (i) whether such Grantor Borrower is an organization, the type of organization organization, and any organization identification number issued to such GrantorBorrower and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; and
4.1.3. Each Grantor contain a notification that Borrower has granted a negative pledge to Lender, and that any subsequent lienor may be tortiouously interfering with Lender’s rights;
4.1.4. advises third parties that any notification of Borrower’s Account Debtors will interfere with Lender’s collection rights.
4.2. The Borrower agrees to furnish any such of the foregoing information to the Purchaser Lender promptly upon request.
4.3. Each Grantor also The Borrower ratifies its authorization for the Purchaser Lender to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
4.4. The Lender may add any supplemental language to any such financing statement as Lender may determine to be necessary or helpful in acquiring or preserving rights against third parties.
Appears in 1 contract
Authorization to File Financing Statements. Each Grantor (a) The Company hereby irrevocably authorizes the Purchaser Versant at any time and from time to time to file in any Uniform Commercial Code jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that that:
(ai) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect assets of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detail, and ;
(bii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (x) whether such Grantor the Company is an organization, the type of organization organization, and any organization identification number issued to such Grantor. Each Grantor the Company and, (y) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates;
(iii) contain a notification that the Company has granted a negative pledge to Versant, and that any subsequent lien or may be tortiously interfering with Versant's rights; and
(iv) advises third parties that any notification of the Company's Account Debtors will interfere with Versant's collection rights.
(b) The Company agrees to furnish any such of the foregoing information to the Purchaser Versant promptly upon request. Each Grantor also .
(c) The Company ratifies its authorization for the Purchaser Versant to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(d) Versant may add any supplemental language to any such financing statement as Versant may determine to be necessary or helpful in acquiring or preserving rights against third parties.
Appears in 1 contract
Samples: Security Agreement (National Automation Services Inc)
Authorization to File Financing Statements. Each Grantor (a) The Master Issuer hereby irrevocably authorizes the Purchaser Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office (including, without limitation, the PTO) in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral (other than any Real Estate Assets and Non-Perfected IP), including, without limitation, any and all Core Marks (only to the extent set forth in Section 8.25(c) and Section 8.25(d)), to perfect or record evidence of the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The Master Issuer authorizes the filing of any such financing statement, other filing, recording document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) indicate the Collateral (i) as other than with respect to DD Franchisor, “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Securitization IP, or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor The Master Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Servicer’s request. The Master Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Master Issuer acknowledges that the Indenture Collateral includes certain rights of the Master Issuer as secured parties under the Related Documents. The Master Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Authorization to File Financing Statements. Each Grantor of the Borrowers and the Guarantors hereby irrevocably authorizes the Purchaser Agents at any time and from time to time during the period in which any Credit Obligations or the Lenders’ commitment to file make Loans under the Credit Agreement are outstanding, to file, in any filing office in any Uniform Commercial Code jurisdiction where the filing of an initial financing statement is necessary or desirable to perfect the interest of the Agents in which the UCC has been adopted collateral for the Credit Obligations, any initial financing statements and amendments thereto that (a) indicate the Collateral collateral (i) as “all accounts receivable, including health care receivables, assets of each Borrower and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor Guarantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral collateral falls within the scope of Article 9 of the NYUCC or Uniform Commercial Code of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain provide any other information required by part 5 of Article 9 of the UCC Uniform Commercial Code of such jurisdiction for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (i) whether such Grantor Borrower or Guarantor is an organization, the type of organization and any organization identification number numbers issued to such GrantorBorrower or Guarantor, and, (ii) in the case of a financing statement filed as a fixture filing or indicating collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the collateral relates. Each Grantor of the Borrowers and the Guarantors agrees to furnish any such information to the Purchaser promptly Agents as soon as reasonably practicable upon the Agents’ request. Each Grantor of the Borrowers and the Guarantors also ratifies its authorization for the Purchaser Agents to have filed in any UCC Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. The provisions of this Section 8 shall apply mutatis mutandis with respect to PPSA financing statements so that the Agents shall be authorized in the same manner to file PPSA financing statements and amendments thereto in any PPSA jurisdiction, and all previous PPSA financing statements and amendments thereto are ratified.
Appears in 1 contract
Samples: Limited Waiver and Modification Agreement (American Biltrite Inc)
Authorization to File Financing Statements. Each Grantor hereby 6.1 The Borrowers irrevocably authorizes the Purchaser at any time and from time to time Lender to file in any Uniform Commercial Code jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that (a) indicate that:
6.1.1 Indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect assets of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor the Borrowers or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain ;
6.1.2 Contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (i) whether such Grantor the Borrowers is an organization, the type of organization organization, and any organization identification number issued to such Grantor. Each Grantor the Borrowers and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral to be as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates;
6.1.3 Contain a notification that the Borrowers have granted a negative pledge to the Lender, and that any subsequent lien holder may be tortuously interfering with Lender’s rights;
6.1.4 Advises third parties that any notification of Borrowers’ Account Debtors will interfere with Lender’s collection rights.
6.2 The Borrower agrees to furnish any such of the foregoing information to the Purchaser Lender promptly upon request. Each Grantor also ;
6.2.1 The Borrower ratifies its authorization for the Purchaser Lender to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof; and
6.2.2 The Lender may add any supplemental language to any such financing statement as Lender may determine to be necessary or helpful in acquiring or preserving rights against third parties.
Appears in 1 contract
Authorization to File Financing Statements. Each Grantor (a) The Issuer hereby irrevocably authorizes the Purchaser Control Party on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments (or, with respect to the Mortgages, upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative)) with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c) and Section 8.25(e)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral (a) indicate the Collateral (i) as includes “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC including, without limitation, any and all Securitization IP, or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor The Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Control Party’s request. The Issuer also hereby ratifies and authorizes the filing on behalf of the Trustee for the benefit of the Secured Parties, of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Issuer acknowledges that the Indenture Collateral may include certain rights of the Issuer as secured party under the Transaction Documents. To the extent the Issuer is a secured party under the Transaction Documents, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Control Party on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Samples: Base Indenture (Fat Brands, Inc)
Authorization to File Financing Statements. (a) Each Grantor Guarantor hereby irrevocably authorizes the Purchaser Servicer on behalf of the Secured Parties at any time and from time to time to file or record without the signature of such Guarantor to the extent permitted by applicable law in any filing office (including, without limitation, the PTO) in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments (or, with respect to the Mortgages on the Contributed Owned Real Property, upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative)) with respect to the Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c) of the Base Indenture), to perfect (or, in the case of the Mortgages, grant) the security interests of the Trustee for the benefit of the Secured Parties under this Agreement. Each Guarantor authorizes the filing of any such financing statement, other filing, recording document or instrument naming the Trustee as secured party and indicating that the Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Securitization IP or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor Guarantor agrees to furnish any such information necessary to accomplish the Purchaser foregoing promptly upon the Trustee’s request. Each Grantor Guarantor also hereby ratifies its authorization for and authorizes the Purchaser filing by or on behalf of the Trustee or any Secured Party of any financing statement with respect to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed the Collateral made prior to the date hereof.
(b) Each Guarantor acknowledges that the Collateral under this Agreement includes certain rights of the Guarantors as secured parties under the Related Documents. Each Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (DineEquity, Inc)
Authorization to File Financing Statements. Each Grantor (a) The Issuer hereby irrevocably authorizes the Purchaser Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The Issuer authorizes the filing of any such financing statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Securitization IP, or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor The Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Servicer’s request. The Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Issuer acknowledges that the Indenture Collateral includes certain rights of the Issuer as a secured party under the Transaction Documents. The Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Authorization to File Financing Statements. (a) Each Grantor Guarantor hereby irrevocably authorizes the Purchaser Secured Parties at any time and from time to time (or, with respect to the Mortgages, upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative)) to file or record without the signature of such Guarantor to the extent permitted by applicable law in any filing office (including, without limitation, the PTO) in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Collateral, including, without limitation, any and all Domino’s IP (to the extent set forth in Section 8.25(c) and Section 8.25(d) of the Base Indenture), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Agreement. Each Guarantor authorizes the filing of any such financing statement, other filing, recording document or instrument naming the Trustee as secured party and indicating that the Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Domino’s IP (other than applications for Trademarks as described in Section 3.1(a)(iv) above), or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor Guarantor agrees to furnish any such information necessary to accomplish the Purchaser foregoing promptly upon the Trustee’s request. Each Grantor Guarantor also hereby ratifies its authorization for the Purchaser filing by or on behalf of the Trustee or any Secured Party of any financing statement with respect to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed the Collateral made prior to the date hereof.
(b) Each Guarantor acknowledges that the Collateral under this Agreement includes certain rights of the Guarantors as secured parties under the Related Documents. Each Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dominos Pizza Inc)
Authorization to File Financing Statements. Each Grantor (a) The Issuers hereby irrevocably authorizes authorize the Purchaser Back-Up Manager on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto that other filing or recording documents or instruments with respect to the Indenture Collateral, including to perfect or record evidence of the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The Issuers authorize the filing of any such financing statement, other filing, recording document or instrument naming the Trustee as secured party and (a) indicate indicating that the Indenture Collateral (i) as includes “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, or (iib) indicating the Indenture Collateral as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees The Issuers agree to furnish any such information necessary to accomplish the foregoing promptly upon the Back-Up Manager’s request. The Issuers also hereby ratify and authorize the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The Issuers acknowledge that the Indenture Collateral includes certain rights of the Issuers as secured parties under the Transaction Documents. The Issuers hereby irrevocably appoint the Trustee as their representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorize the Back-Up Manager on behalf of and for the benefit of the Secured Parties to make such filings it deems necessary to reflect the Trustee, as assignee thereof, as secured party of record with respect to such financing statements.
Appears in 1 contract
Samples: Base Indenture (SPRINT Corp)
Authorization to File Financing Statements. (a) Each Grantor of the Co-Issuers hereby irrevocably authorizes the Purchaser Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction in which the UCC has been adopted any initial financing statements and amendments thereto other filing or recording documents or instruments with respect to the Indenture Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each of the Co-Issuers irrevocably authorizes the filing of any such financing statement, document or instrument naming the Trustee as secured party and indicating that the collateral covered thereby includes the Indenture Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Securitization IP or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 . Each of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor Co-Issuers hereby agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Control Party’s request. The Co-Issuers also hereby ratify and authorize the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) Each Co-Issuer acknowledges that the Indenture Collateral may include certain rights of such Co-Issuer as a secured party under the Transaction Documents. To the extent a Co-Issuer is a secured party under the Transaction Documents, each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Control Party on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
Appears in 1 contract
Authorization to File Financing Statements. (a) Each Grantor hereby irrevocably authorizes the Purchaser Collateral Agent, without obligation, at any time and from time to time time, to file such financing statements, continuation statements and other documents in such offices as are or shall be necessary or as the Collateral Agent or DOE may determine to be reasonably appropriate that (i) create, perfect and establish the priority of the Liens granted (or ratified and reaffirmed) by this Agreement in any jurisdiction and all of the Collateral, (ii) preserve the validity, perfection or priority of the Liens granted (or ratified and reaffirmed) by this Agreement in which any and all of the UCC has been adopted any initial financing statements Collateral, (iii) enable the Collateral Agent to exercise its remedies, rights, powers and amendments thereto that privileges under this Agreement, (aiv) indicate the Collateral (ix) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash the assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the NYUCC UCC or the Uniform Commercial Code of such jurisdiction, jurisdiction or (iiy) as being of an equal or lesser scope or with greater detail, detail and (bv) contain provide any other information required by part Part 5 of Article 9 of the UCC or the Uniform Commercial Code of such other jurisdiction, for the sufficiency or filing office acceptance of any initial financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and any organization organizational identification number issued to such GrantorGrantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which the Collateral relates. Each Grantor agrees to furnish any such information to DOE and the Purchaser Collateral Agent promptly upon the Collateral Agent’s or DOE’s request. .
(b) Each Grantor also hereby ratifies its prior authorization for the Purchaser Collateral Agent to have filed in file any UCC jurisdiction any like initial financing statements or amendments thereto of the type described in clause (a) above relating to the Collateral if filed prior to the date hereofof this Agreement.
(c) Each Grantor acknowledges that it is not authorized to file any amendment or termination statement with respect to any financing statement relating to any security interest granted hereunder without the prior consent of the Collateral Agent or DOE and agrees that it shall not do so without the prior consent of the Collateral Agent or DOE, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.
Appears in 1 contract
Authorization to File Financing Statements. Each Grantor (a) The IssuerEach Co-Issuer hereby irrevocably authorizes the Purchaser Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in which Section 8.25(c)), to perfect the UCC has been adopted security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The IssuerEach Co-Issuer authorizes the filing of any initial such financing statements statement, financing change statement, document or instrument naming the Trustee as secured party and amendments thereto indicating that the Indenture Collateral includes (a) indicate the Collateral (i) as “all accounts receivableassets” , including health care receivables, “all present and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor after-acquired personal property” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Indenture Collateral falls fall within the scope of Article 9 of the NYUCC UCC or such jurisdictionthe PPSA, as applicable, including, without limitation, any and all Securitization IP, or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor The IssuerEach Co-Issuer agrees to furnish any such information necessary to accomplish the foregoing promptly upon the Servicer’s request. The IssuerEach Co-Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Indenture Collateral made prior to the date hereof.
(b) The IssuerEach Co-Issuer acknowledges that the Indenture Collateral includes certain rights of the Issuersuch Co-Issuer as a secured party under the Transaction Documents. The IssuerEach Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
(c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.
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Authorization to File Financing Statements. Each Grantor (a) The Co-Issuers hereby irrevocably authorizes authorize the Purchaser Secured Parties at any time and from time to time during the term of this Indenture to file or record in any jurisdiction filing office in which any applicable jurisdiction, including the UCC has been adopted any initial PTO, financing statements and amendments thereto other filing or recording documents or instruments with respect to the Collateral, including, without limitation, any and all Securitization IP, to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Collateral includes (a) indicate the Collateral (i) as “all accounts receivable, including health care receivables, and all instruments, chattel paper, and promissory notes evidencing such accounts and all Pledged Stock delivered to a Grantor in respect of settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such bank accounts; and all cash of such Grantor assets” or words of similar effect, effect or import regardless of whether any particular asset assets comprised in the Collateral falls fall within the scope of Article 9 of the NYUCC or such jurisdictionUCC, including, without limitation, any and all Securitization IP (other than applications for Trademarks as described in Section 3.1(a)(v) above), or (iib) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees The Co-Issuers agree to furnish any such information necessary to accomplish the foregoing promptly upon the Trustee’s request. The Co-Issuers also hereby ratify and authorize the filing on behalf of the Secured Parties of any financing statement with respect to the Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Purchaser to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed Collateral made prior to the date hereof.
(b) Each Co-Issuer acknowledges that the Collateral includes certain rights of the Co-Issuers as secured parties under the Related Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Secured Parties to make such filings they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements.
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Samples: Base Indenture (Nuco2 Inc /Fl)