Collateral Generally. (a) Each Grantor hereby authorizes Lender to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "all assets" or "all personal property" or words of like import. (b) Each Grantor will furnish to Lender, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender may reasonably request, all in reasonable detail. (c) No Grantor shall use or permit any Collateral to be used unlawfully or in violation of any provision of applicable law, or any policy of insurance covering any of the Collateral. (d) Subject to the next sentence, each Grantor shall keep the Collateral (other than Collateral in the possession of Lender, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor and set forth on the Perfection Certificate. Each Grantor shall give Lender not less than thirty (30) days prior written notice of any change in such Grantor's chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, shall be within the continental United States), each Grantor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender may request, to create, perfect and protect the Security Interests. (e) Each Grantor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark such books and records in such manner as Lender may reasonably rexxxxt indicating that the Collateral is subject to the Security Interests. (f) Except as otherwise permitted herein or by the Note, no Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor or any other Person except for the Security Interests. (g) Beyond the safe custody thereof, each Grantor agrees that Lender shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender in good faith. (h) No Grantor shall do anything to impair the rights of Lender in the Collateral. Each Grantor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the Note. Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such Grantor. (i) Lender agrees that upon payment in full of all Obligations and the termination of the Loan Agreements, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Lender further agrees that upon such termination of the Security Interests or release of any Collateral, Lender shall, at the expense of each Grantor, execute and deliver to each Grantor such documents as such Grantor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.
Appears in 1 contract
Collateral Generally. (a) Each Grantor The Debtor hereby authorizes Lender Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor the Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "“all assets" ” or "“all personal property" ” or words of like import.
(b) Each Grantor The Debtor will furnish to LenderSecured Party, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Secured Party may reasonably request, all in reasonable detail.
(c) No Grantor The Debtor shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral.
(d) Subject to the next sentence, each Grantor the Debtor shall keep the Collateral (other than Collateral in the possession of LenderSecured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor the Debtor and set forth on the Perfection CertificateSchedule 3.3. Each Grantor The Debtor shall give Lender Secured Party not less than thirty (30) days prior written notice of any change in such Grantor's the Debtor’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, event shall be within the continental United States), each Grantor the Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender Secured Party may reasonably request, to create, perfect and protect the Security Interests.
(e) Each Grantor The Debtor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark xxxx such books and records in such manner as Lender Secured Party may reasonably rexxxxt request indicating that the Collateral is subject to the Security Interestssecurity interest hereunder.
(f) Except as otherwise permitted herein or by herein, the Note, no Grantor Debtor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors Debtor may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of its business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor the Debtor or any other Person except for the Security Interestssecurity interests arising under this Agreement.
(g) Beyond the safe custody thereof, each Grantor the Debtor agrees that Lender Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender Secured Party in good faith.
(h) No Grantor The Debtor shall do anything nothing to impair the rights of Lender Secured Party in the Collateral. Each Grantor The Debtor shall at all times maintain insurance with respect to the Collateral in compliance with satisfactory to the requirements of the NoteSecured Party. Each Grantor The Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor the Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such Grantorthe Debtor.
(i) Lender agrees that upon payment in full of all Obligations and the termination of the Loan Agreements, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Lender further agrees that upon such termination of the Security Interests or release of any Collateral, Lender shall, at the expense of each Grantor, execute and deliver to each Grantor such documents as such Grantor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.
Appears in 1 contract
Samples: Security Agreement (FNDS3000 Corp)
Collateral Generally. (a) Each Grantor Debtor hereby authorizes Lender Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "“all assets" ” or "“all personal property" ” or words of like import.
(b) Each Grantor Debtor will furnish to LenderSecured Party, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Secured Party may reasonably request, all in reasonable detail.
(c) No Grantor Debtor shall not use or permit any Collateral to be used unlawfully or in violation of any provision of applicable law, or any policy of insurance covering any of the Collateral.
(d) Subject to the next sentence, each Grantor Debtor shall keep the Collateral (other than Collateral in the possession of LenderSecured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor Debtor and set forth on the Perfection Certificate. Each Grantor Debtor shall give Lender Secured Party not less than thirty (30) days prior written notice of any change in such Grantor's Debtor’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, event shall be within the continental United States), each Grantor Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender Secured Party may reasonably request, to create, perfect and protect the Security Interests.
(e) Each Grantor Debtor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark xxxx such books and records in such manner as Lender Secured Party may reasonably rexxxxt request indicating that the Collateral is subject to the Security InterestsInterests and other Permitted Liens.
(f) Except as otherwise permitted herein or by the NoteSecurities Purchase Agreement, no Grantor Debtor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors Debtor may sell Inventory to buyers Buyers in the ordinary course Ordinary Course of business Business and may license General Intangibles to licensees Licensees in the ordinary course Ordinary Course of businessBusiness and Debtor may grant Permitted Liens; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor Debtor or any other Person except for the Security InterestsInterests or Permitted Liens; (iii) enter into any agreement that limits or makes subject to the approval of any Person the Debtor’s right, power or authority to pay the Obligations; or (iv) except for the Intercreditor Agreement and agreements described therein to be entered into by Debtor, enter into any agreement that limits or makes subject to the approval of any Person the Debtor’s right, power or authority to perform any of its other obligations under this Agreement or any other Note Document.
(g) Beyond the safe custody thereof, each Grantor Debtor agrees that Lender Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender Secured Party in good faith.
(h) No Grantor shall do anything to impair the rights of Lender in the Collateral. Each Grantor Debtor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the NoteSecurities Purchase Agreement. Each Grantor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such GrantorDebtor.
(i) Lender agrees that upon payment in full of all Obligations and the termination of the Loan Agreements, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Lender further agrees that upon such termination of the Security Interests or release of any Collateral, Lender shall, at the expense of each Grantor, execute and deliver to each Grantor such documents as such Grantor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.
Appears in 1 contract
Samples: Security Agreement (Axesstel Inc)
Collateral Generally. (a) Each Grantor The Debtor hereby authorizes Lender Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor the Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "“all assets" ” or "“all personal property" ” or words of like import.
(b) Each Grantor The Debtor will furnish to LenderSecured Party, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Secured Party may reasonably request, all in reasonable detail.
(c) No Grantor The Debtor shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral.
(d) Subject to the next sentence, each Grantor the Debtor shall keep the Collateral (other than Collateral in the possession of LenderSecured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor the Debtor and set forth on the Perfection CertificateSchedule 3.3. Each Grantor The Debtor shall give Lender Secured Party not less than thirty (30) days prior written notice of any change in such Grantor's the Debtor’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, event shall be within the continental United States), each Grantor the Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender Secured Party may reasonably request, to create, perfect and protect the Security Interests.
(e) Each Grantor The Debtor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark xxxx such books and records in such manner as Lender Secured Party may reasonably rexxxxt request indicating that the Collateral is subject to the Security Interestssecurity interest hereunder.
(f) Except as otherwise permitted herein or by herein, the Note, no Grantor Debtor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors Debtor may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of its business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor the Debtor or any other Person except for the Security Interestssecurity interests arising under this Agreement.
(g) Beyond the safe custody thereof, each Grantor the Debtor agrees that Lender Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender Secured Party in good faith.
(h) No Grantor The Debtor shall do anything nothing to impair the rights of Lender Secured Party in the Collateral. Each Grantor The Debtor shall at all times maintain insurance with respect to the Collateral in compliance with reasonably satisfactory to the requirements of the NoteSecured Party. Each Grantor The Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor the Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such Grantorthe Debtor.
(i) Lender agrees that upon payment in full of all Obligations and the termination of the Loan Agreements, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Lender further agrees that upon such termination of the Security Interests or release of any Collateral, Lender shall, at the expense of each Grantor, execute and deliver to each Grantor such documents as such Grantor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.
Appears in 1 contract
Samples: Security Agreement (FNDS3000 Corp)
Collateral Generally. (a) Each Grantor Debtor hereby authorizes Lender Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor either Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "“all assets" ” or "“all personal property" ” or words of like import.
(b) Each Grantor . Debtors will furnish to LenderSecured Party, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Secured Party may reasonably request, all in reasonable detail.
(c) No Grantor . Debtors shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral.
(d) . Subject to the next sentence, each Grantor Debtors shall keep the Collateral (other than Collateral in the possession of Lender, cash on deposit in permitted Deposit Accounts and investments in permitted Securities AccountsSecured Party) at the locations maintained by such Grantor Debtors and set forth on the Perfection CertificateSchedule 0. Each Grantor Debtors shall give Lender Secured Party not less than thirty twenty (3020) days prior written notice of any change in such Grantor's its chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any eventlocation, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, shall be within the continental United States), each Grantor Debtors shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender Secured Party may reasonably request, to create, perfect and protect the Security Interests.
(e) Each Grantor its security interest. Debtors shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark such books and records in such manner as Lender may reasonably rexxxxt indicating that the Collateral is subject to the Security Interests.
(f) Collateral. Except as otherwise permitted herein or by the Noteherein, no Grantor Debtors shall not (i) sell, assign to a third party (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors Debtors may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of their business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor Debtors, or either of them, or any other Person except for the Security Interests.
(g) security interests arising under this Agreement. Beyond the safe custody thereof, each Grantor agrees Debtors agree that Lender Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender Secured Party in good faith.
(h) No Grantor . Debtors shall do anything to not take any action that will impair the rights of Lender Secured Party in the Collateral. Each Grantor Debtors shall at all times maintain insurance with respect to the Collateral in compliance with reasonably satisfactory to the requirements of the NoteSecured Party. Each Grantor assumes Debtors assume all liability and responsibility in connection with the Collateral acquired by iteither of them, and the liability of such Grantor Debtors to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such Grantoreither Debtor.
(i) Lender agrees that upon payment in full of all Obligations and the termination of the Loan Agreements, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Lender further agrees that upon such termination of the Security Interests or release of any Collateral, Lender shall, at the expense of each Grantor, execute and deliver to each Grantor such documents as such Grantor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.
Appears in 1 contract
Collateral Generally. (a) Each Grantor The Debtor hereby authorizes Lender Agent to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor the Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "all assets" or "all personal property" or words of like import.
(b) Each Grantor The Debtor will furnish to LenderAgent, from time to time upon requestreasonable request by Agent, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Agent may reasonably request, all in reasonable detail.
(c) No Grantor The Debtor shall not use or permit any Collateral to be used unlawfully in any material respect or in violation of any provision of applicable law, or any policy of insurance covering any of the Collateral, in each case, in any material respect.
(d) Subject to the next sentence, each Grantor shall keep the Collateral (other than Collateral in the possession of Lender, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor and set forth on the Perfection Certificate. Each Grantor The Debtor shall give Lender Agent not less than thirty (30) days prior written notice of any change in such Grantorthe Debtor's chief executive office and principal place of business or of any new location of business or any new location for any of the CollateralCollateral that is material to Debtor and that consists of Equipment or Inventory. With respect to any such new location (which in any eventlocation, other than as set forth on Appendix I to upon Agent's request, the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, shall be within the continental United States), each Grantor Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender may request, to create, create and perfect and protect the Security InterestsInterests under the laws of the United States.
(e) Each Grantor The Debtor shall keep full and accurate books and records relating to the Collateral and, if an Event of Default has occurred and is continuing, at the request of Agent shall stamp or otherwise mark such books and records in such manner as Lender Agent may reasonably rexxxxt reasonablx xxquest indicating that the Collateral is subject to the Security Interests.
(f) Except as otherwise permitted herein or by the Note, no Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor or any other Person except for the Security Interests.
(g) Beyond the safe custody thereofof any Collateral in its possession and the accounting for monies actually received hereunder, each Grantor the Debtor agrees that Lender Agent shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal it takes such action for that purpose as Debtor reasonably requests in writing, but failure of Agent to that which it accords its own propertycomply with any such request at any time shall not of itself be deemed a failure to exercise reasonable care. Lender Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee reasonably selected by Lender in good faithAgent.
(hg) No Grantor shall do anything to impair the rights of Lender in the Collateral. Each Grantor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the Note. Each Grantor The Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor the Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such Grantorthe Debtor.
(ih) Lender Agent agrees that upon payment in full of all Obligations and the termination of the Loan Committed Loans and all Support Agreements, the Security Interests shall automatically terminate and all rights to the Collateral shall revert to the applicable GrantorDebtor. Lender Agent further agrees that upon such termination of the Security Interests or release or re-assignment of any Collateral, Lender Agent shall, at the expense of each Grantorthe Debtor, return all Collateral then in Agent's possession and execute and deliver to each Grantor the Debtor such documents as such Grantor the Debtor shall reasonably request to evidence the termination of the Security Interests or the release and re-assignment of such Collateral, as the case may be.
Appears in 1 contract
Collateral Generally. (a) Each Grantor hereby authorizes Lender Administrative Agent to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "“all assets" ” or "“all personal property" ” or words of like import.
(b) Each Grantor will furnish to LenderAdministrative Agent, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Administrative Agent may reasonably request, all in reasonable detail.
(c) No Each Grantor shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral.
(d) Subject to the next sentence, each Grantor shall keep the Collateral (other than Collateral in the possession of Lender, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor and set forth on the Perfection Certificate. Each Grantor shall give Lender Administrative Agent not less than thirty (30) days prior written notice of any change in such Grantor's ’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, event shall be within the continental United States), each Grantor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender Administrative Agent may request, to create, perfect and protect the Security Interests.
(e) Each Grantor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark xxxx such books and records in such manner as Lender Administrative Agent may reasonably rexxxxt request indicating that the Collateral is subject to the Security Interests.
(f) Except as otherwise permitted herein or by the Note, no Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor or any other Person except for the Security Interests.
(g) Beyond the safe custody thereof, each Grantor agrees that Lender Administrative Agent or any other Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender Administrative Agent or any other Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender Administrative Agent or any other Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender Administrative Agent or any other Secured Party in good faith.
(hg) No Each Grantor shall do anything nothing to impair the rights of Lender Administrative Agent in the Collateral. Each Grantor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the Note. Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such Grantor.
(ih) Lender agrees The Administrative Agent and each other Secured Party agree that upon payment in full of all Obligations and the termination of the Loan AgreementsSecured Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Lender Administrative Agent further agrees that upon such termination of the Security Interests or release of any Collateral, Lender Administrative Agent shall, at the joint and several expense of each Grantorthe Grantors, execute and deliver to each Grantor such documents as such Grantor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.
Appears in 1 contract
Samples: Security Agreement (Advanced Environmental Recycling Technologies Inc)
Collateral Generally. (a) Each Grantor Debtor hereby authorizes Lender Administrative Agent to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "“all assets" ” or "“all personal property" ” or words of like import.
(b) Each Grantor Debtor will furnish to LenderAdministrative Agent, from time to time upon reasonable request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Administrative Agent may reasonably request, all in reasonable detail.
(c) No Grantor shall use or permit any Collateral to be used unlawfully or in violation of any provision of applicable law, or any policy of insurance covering any of the Collateral.
(d) Subject to the next sentence, each Grantor shall keep the Collateral (other than Collateral in the possession of Lender, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor and set forth on the Perfection Certificate. Each Grantor Debtor shall give Lender not less than thirty (30) days prior Administrative Agent prompt written notice of any change in such Grantor's Debtor’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, shall be within the continental United States), each Grantor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender may request, to create, perfect and protect the Security Interestsbusiness.
(ed) Each Grantor Debtor shall keep full and accurate books and records relating to the Collateral that are materially full and accurate and upon occurrence and during the continuance of an Event of Default shall stamp or otherwise mark xxxx such books and records in such manner as Lender Administrative Agent may reasonably rexxxxt request indicating that the Collateral is subject to the Security InterestsInterests granted hereby.
(f) Except as otherwise permitted herein or by the Note, no Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor or any other Person except for the Security Interests.
(ge) Beyond the safe custody thereof, each Grantor Debtor agrees that Lender Administrative Agent shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender Administrative Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender Administrative Agent in good faith.
(hf) No Grantor shall do anything to impair the rights of Lender in the Collateral. Each Grantor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the Note. Each Grantor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor the Debtors to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such Grantorthe Debtors.
(ig) Lender agrees that upon payment At any time, in full of all Obligations and order to comply with any legal requirement in any jurisdiction, or to effect or continue the termination creation, attachment or perfection of the Loan AgreementsLiens and security interest granted herein, Administrative Agent may appoint any bank or trust company or one or more other Persons, either to act as co-agent or co-agents, jointly with Administrative Agent, or to act as a separate agent or agents on behalf of Administrative Agent and/or the Security Interests shall terminate other Secured Parties, with such of Administrative Agent’s power and all rights to authority hereunder as may be necessary for the Collateral shall revert to the applicable Grantor. Lender further agrees that upon such termination effective operation of the Security Interests or release provisions hereof and may be specified in the instrument of any Collateral, Lender shall, at the expense of each Grantor, execute and deliver to each Grantor such documents as such Grantor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may beappointment.
Appears in 1 contract
Collateral Generally. (a) Each Grantor hereby authorizes Lender Agent to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "all assets" or "all personal property" or words of like import.
(b) Each Grantor will furnish to LenderAgent, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender may reasonably request, all in reasonable detail.
(c) No Grantor shall use or permit any Collateral to be used unlawfully or in violation of any provision of applicable law, or any policy of insurance covering any of the Collateral.
(d) Subject to the next sentence, each Grantor shall keep the Collateral (other than Collateral in the possession of LenderAgent, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor and set forth on the Perfection CertificateSchedule 3.3. Each Grantor shall give Lender Agent not less than thirty (30) days days' prior written notice of any change in such Grantor's chief executive office and principal place of business or of any new location of business or any new the location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, shall be within the continental United States), each Grantor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender may request, to create, perfect and protect the Security Interests.
(ed) Each Grantor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark xxxx such books and records in such manner as Lender Agent may reasonably rexxxxt request indicating that the Collateral is subject to the Security Interestssecurity interests of Agent.
(fe) Except as otherwise permitted herein or by the NoteLoan Agreement, no each Grantor shall (i) not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor or any other Person except for the Security Interests.
(gf) Beyond the safe custody thereof, each Grantor agrees that Lender shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender in good faith.
(h) No Grantor shall do anything to impair the rights of Lender in the Collateral. Each Grantor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the Note. Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor reasonably satisfactory to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such GrantorAgent.
(ig) Lender Agent agrees that upon payment in full of all Guarantied Obligations and the termination of the Loan AgreementsAgreement, the Security Interests liens and security interests granted hereunder shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantors. Lender Agent further agrees that upon such termination of the Security Interests liens and security interests or release of any Collateral, Lender Agent shall, at the expense of each GrantorGrantors, execute and deliver to each Grantor such documents as such Grantor shall reasonably request to evidence the termination of the Security Interests liens and security interests or the release of such Collateral, as the case may be.
Appears in 1 contract
Collateral Generally. (a) Each Grantor The Debtor hereby authorizes Lender the Trustee to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor the Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "all assets" or "all personal property" or words of like import.
(b) Each Grantor The Debtor will furnish to Lenderthe Trustee, from time to time upon requestreasonable request by the Trustee, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender the Trustee may reasonably request, all in reasonable detail.
(c) No Grantor The Debtor shall not use or permit any Collateral to be used unlawfully in any material respect or in violation of any provision of applicable law, or any policy of insurance covering any of the Collateral, in each case, in any material respect.
(d) Subject to the next sentence, each Grantor shall keep the Collateral (other than Collateral in the possession of Lender, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor and set forth on the Perfection Certificate. Each Grantor The Debtor shall give Lender the Trustee not less than thirty (30) days prior written notice of any change in such Grantorthe Debtor's chief executive office and principal place of business or of any new location of business or any new location for any of the CollateralCollateral that is material to the Debtor and that consists of Equipment or Inventory. With respect to any such new location (which in any eventlocation, other than as set forth on Appendix I to upon the Note or as otherwise consented to by Lender in writing in advance at its sole discretionTrustee's request, shall be within the continental United States), each Grantor Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender may request, to create, create and perfect and protect the Security InterestsInterests under the laws of the United States.
(e) Each Grantor The Debtor shall keep full and accurate books and records relating to the Collateral and, if an Event of Default has occurred and is continuing, at the request of the Trustee shall stamp or otherwise mark such books and records in such manner as Lender the Trustee may reasonably rexxxxt reasxxxxly request indicating that the Collateral is subject to the Security Interests.
(f) Except as otherwise permitted herein or by the Note, no Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor or any other Person except for the Security Interests.
(g) Beyond the safe custody thereofof any Collateral in its possession and the accounting for monies actually received hereunder, each Grantor the Debtor agrees that Lender the Trustee shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender The Trustee shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if it takes such action for that purpose as the Collateral is accorded treatment substantially equal Debtor reasonably requests in writing, but failure of the Trustee to that which it accords its own propertycomply with any such request at any time shall not of itself be deemed a failure to exercise reasonable care. Lender The Trustee shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee reasonably selected by Lender in good faiththe Trustee.
(hg) No Grantor shall do anything to impair the rights of Lender in the Collateral. Each Grantor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the Note. Each Grantor The Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor the Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such Grantorthe Debtor.
(ih) Lender The Trustee agrees that upon payment in full of all Obligations and the termination of the Loan AgreementsObligations, the Security Interests shall automatically terminate and all rights to the Collateral shall revert to the applicable GrantorDebtor. Lender The Trustee further agrees that upon such termination of the Security Interests or release or re-assignment of any Collateral, Lender The Trustee shall, at the expense of each Grantorthe Debtor, return all Collateral then in the Trustee's possession and execute and deliver to each Grantor the Debtor such documents as such Grantor the Debtor shall reasonably request to evidence the termination of the Security Interests or the release and re-assignment of such Collateral, as the case may be.
Appears in 1 contract
Collateral Generally. (a) Each Grantor Debtor hereby authorizes Lender Administrative Agent to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "“all assets" ” or "“all personal property" ” or words of like import.
(b) Each Grantor Debtor will furnish to LenderAdministrative Agent, from time to time upon reasonable request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Administrative Agent may reasonably request, all in reasonable detail.
(c) No Grantor shall use or permit any Collateral to be used unlawfully or in violation of any provision of applicable law, or any policy of insurance covering any of the Collateral.
(d) Subject to the next sentencesentence and the provisions of the Credit Agreement, each Grantor Debtor shall keep the Collateral (other than Collateral in the possession of LenderAdministrative Agent, cash on deposit in permitted Deposit Excluded Accounts and investments in permitted Securities Accounts) ), at the locations maintained by such Grantor Debtor and set forth on the Perfection CertificateSchedule 3.3. Each Grantor shall give Lender Debtor shall, not less than thirty ten (3010) days Business Days prior written notice of to any change in such Grantor's (a) the location of any Debtor’s chief executive office and principal place of business office, or (b) the location of any new location material Collateral (except Collateral in the possession of business or any new location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, shall be within the continental United States), each Grantor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender may request, to create, perfect and protect the Security Interests.
(e) Each Grantor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark such books and records in such manner as Lender may reasonably rexxxxt indicating that the Collateral is subject to the Security Interests.
(f) Except as otherwise permitted herein or by the Note, no Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors may sell Inventory to buyers customers in the ordinary course of business such Debtor’s business), notify the Administrative Agent of such change and shall take or cause to be taken at such Debtor’s expense all such actions, including the delivery of such documents, as may license General Intangibles be reasonably requested by the Administrative Agent to licensees perfect or protect, or maintain the perfection and priority of, the Lien of the Administrative Agent in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of affected by such Grantor or any other Person except for the Security Interestschange.
(gd) Beyond the safe custody thereofthereof and accounting for amounts actually received hereunder, each Grantor Debtor agrees that Lender Administrative Agent shall not have no any duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining theretothereto absent gross negligence or willful misconduct. Lender Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender Administrative Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender Administrative Agent in good faithfaith absent gross negligence or willful misconduct.
(he) No Grantor Debtor shall do anything to impair the rights of Lender Administrative Agent in the Collateral. Each Grantor Debtor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the NoteCredit Agreement. Each Grantor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such GrantorDebtor.
(if) Lender Administrative Agent agrees that upon payment in full the Discharge of all Obligations and the termination of the Loan AgreementsAll Obligations, the Security Interests with respect to the Obligations shall terminate and all rights to the Collateral shall revert to the applicable GrantorDebtor. Lender Administrative Agent further agrees that upon such termination the Discharge of the Security Interests or release of any CollateralAll Obligations, Lender Administrative Agent shall, at the expense of each Grantorthe Debtors, execute and deliver to each Grantor the Debtors such documents as such Grantor the Debtors shall reasonably request to evidence the such termination of the Security Interests or the release of such Collateral, as the case may beand payment.
Appears in 1 contract
Samples: Security Agreement (RealD Inc.)
Collateral Generally. (a) Each Grantor Debtor hereby authorizes Lender the Trustee to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "all assets" or "all personal property" or words of like import.
(b) Each Grantor Debtor will furnish to Lenderthe Trustee, from time to time upon requestreasonable request by the Trustee, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender the Trustee may reasonably request, all in reasonable detail.
(c) No Grantor Debtor shall use or permit any Collateral to be used unlawfully in any material respect or in violation of any provision of applicable law, or any policy of insurance covering any of the Collateral, in each case, in any material respect.
(d) Subject to the next sentence, each Grantor shall keep the Collateral (other than Collateral in the possession of Lender, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor and set forth on the Perfection Certificate. Each Grantor Debtor shall give Lender the Trustee not less than thirty (30) days prior written notice of any change in such GrantorDebtor's chief executive office and principal place of business or of any new location of business or any new location for any of the CollateralCollateral that is material to such Debtor and that consists of Equipment or Inventory. With respect to any such new location (which in any eventlocation, other than as set forth on Appendix I to upon the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, shall be within the continental United States)Trustee's request, each Grantor Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender may request, to create, create and perfect and protect the Security InterestsInterests under the laws of the United States.
(e) Each Grantor Debtor shall keep full and accurate books and records relating to the Collateral and, if an Event of Default has occurred and is continuing, at the request of the Trustee shall stamp or otherwise mark such books and records in such manner as Lender the Trustee may reasonably rexxxxt reasxxxxly request indicating that the Collateral is subject to the Security Interests.
(f) Except as otherwise permitted herein or by the Note, no Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor or any other Person except for the Security Interests.
(g) Beyond the safe custody thereofof any Collateral in its possession and the accounting for monies actually received hereunder, each Grantor Debtor agrees that Lender the Trustee shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender The Trustee shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if it takes such action for that purpose as a Debtor reasonably requests in writing, but failure of the Collateral is accorded treatment substantially equal Trustee to that which it accords its own propertycomply with any such request at any time shall not of itself be deemed a failure to exercise reasonable care. Lender The Trustee shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee reasonably selected by Lender in good faiththe Trustee.
(hg) No Grantor shall do anything to impair the rights of Lender in the Collateral. Each Grantor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the Note. Each Grantor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such GrantorDebtor.
(ih) Lender The Trustee agrees that upon payment in full of all Obligations and the termination of the Loan AgreementsObligations, the Security Interests shall automatically terminate and all rights to the Collateral shall revert to the applicable GrantorDebtors. Lender The Trustee further agrees that upon such termination of the Security Interests or release or re-assignment of any Collateral, Lender The Trustee shall, at the expense of each GrantorDebtor, return all Collateral then in the Trustee's possession and execute and deliver to each Grantor such Debtor such documents as such Grantor Debtor shall reasonably request to evidence the termination of the Security Interests or the release and re-assignment of such Collateral, as the case may be.
Appears in 1 contract
Collateral Generally. (a) Each Grantor Debtor hereby authorizes Lender Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "“all assets" ” or "“all personal property" ” or words of like import.
(b) Each Grantor Debtor will furnish to LenderSecured Party, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Secured Party may reasonably request, all in reasonable detail.
(c) No Grantor Each Debtor shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable lawApplicable Law, or any policy of insurance covering any of the Collateral.
(d) Subject to the next sentence, each Grantor Debtor shall keep the Collateral (other than Collateral in the possession of LenderSecured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor Debtor and set forth on the Perfection CertificateSchedule 3.3 hereto. Each Grantor Debtor shall give Lender Secured Party not less than thirty (30) days prior written notice of any change in such Grantor's Debtor’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, event shall be within the continental United States), each Grantor Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirablenecessary, or that Lender Secured Party may request, to create, perfect and protect the Security Interests.
(e) Each Grantor Debtor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark xxxx such books and records in such manner as Lender Secured Party may reasonably rexxxxt request indicating that the Collateral is subject to the Security Interests.
(f) Except as otherwise permitted herein or by the NotePurchase Agreement, no Grantor Debtor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of business; Collateral or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor Debtor or any other Person except for the Security InterestsInterests and Permitted Liens.
(g) Beyond the safe custody and reasonable care in preservation thereof, each Grantor Debtor agrees that Lender Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender Secured Party in good faith.
(h) No Grantor Each Debtor shall do anything nothing to impair the rights of Lender Secured Party in the Collateral. Each Grantor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the Note. Each Grantor Debtor assumes all liability and responsibility in connection with the Collateral acquired acquired, held or used by it, and the liability of such Grantor Debtor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such GrantorDebtor.
(i) Lender Secured Party agrees that upon payment in full of all Obligations and the termination of the Loan AgreementsSecured Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable GrantorDebtor. Lender Secured Party further agrees that upon such termination of the Security Interests or release of any Collateral, Lender Secured Party shall, at the joint and several expense of each Grantorthe Debtors, execute and deliver to each Grantor Debtor such documents as such Grantor Debtor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.
Appears in 1 contract
Samples: Security Agreement (Tel Instrument Electronics Corp)
Collateral Generally. (a) Each Grantor Debtor hereby authorizes Lender the Agent to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor any Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "“all assets" ” or "“all personal property" ” or words of like import.
(b) Each Grantor Debtor will furnish to Lenderthe Agent, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender the Agent may reasonably request, all in reasonable detail.
(c) No Grantor Debtor shall use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral.
(d) Subject to the next sentence, each Grantor Debtor shall keep the Collateral (other than Collateral in the possession of Lenderthe Agent, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor Debtor and set forth on the Perfection CertificateSchedule 3.3. Each Grantor Debtor shall give Lender the Agent not less than thirty (30) days prior written notice of any change in such Grantor's Debtor’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, event shall be within the continental United States), each Grantor Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender the Agent may reasonably request, to create, perfect and protect the Security Interests.
(e) Each Grantor Debtor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark xxxx such books and records in such manner as Lender the Agent may reasonably rexxxxt request indicating that the Collateral is subject to the Security Interestssecurity interest hereunder.
(f) Except as otherwise permitted herein or by the Noteherein, no Grantor Debtor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors any Debtor may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of its business; or (ii) create or suffer to exist any Lien (other than Liens permitted under Section 5(e) of the Note Purchase Agreement) upon or with respect to any of the Collateral to secure indebtedness of such Grantor any Debtor or any other Person except for the Security Interestssecurity interests arising under this Agreement.
(g) Beyond the safe custody thereof, each Grantor Debtor agrees that Lender the Agent and Secured Parties shall have no duties concerning the custody and preservation of any Collateral in its their possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender The Agent and Secured Parties shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its their possession if the Collateral is accorded treatment substantially equal to that which it accords its they accord their own property. Lender The Agent and Secured Parties shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender the Agent or Secured Parties in good faith.
(h) No Grantor Each Debtor shall do anything nothing to impair the rights of Lender the Agent, for the benefit of the Agent and the Secured Parties, in the Collateral. Each Grantor The Debtor shall at all times maintain insurance with respect to the Collateral in compliance with reasonably satisfactory to the requirements of the NoteAgent. Each Grantor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such GrantorDebtor.
(i) Lender agrees that upon payment in full of all Obligations and the termination of the Loan Agreements, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Lender further agrees that upon such termination of the Security Interests or release of any Collateral, Lender shall, at the expense of each Grantor, execute and deliver to each Grantor such documents as such Grantor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.
Appears in 1 contract
Collateral Generally. (a) Each Grantor Debtor hereby authorizes Lender Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "all assets" or "all personal property" or words of like import.
(b) Each Grantor Debtor will furnish to LenderSecured Party, as Secured Party may reasonably request from time to time upon requesttime, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Secured Party may reasonably request, all in reasonable detail, provided no Debtor shall be required to furnish such statements or schedules to Secured Party more than once per calendar quarter.
(c) No Grantor Debtor shall use or permit any Collateral to be used unlawfully or in violation of any provision of applicable law, or any policy of insurance covering any of the Collateral.
(d) Subject to the next sentence, each Grantor Debtor shall keep the Collateral (other than Collateral in the possession of LenderSecured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor Debtor and set forth on the Perfection CertificateSchedule 1. Each Grantor Debtor shall give Lender Secured Party not less than thirty ten (3010) days prior written notice of any change in such GrantorDebtor's chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, shall be within the continental United States)location, each Grantor Debtor shall execute and deliver such instruments, documents and notices and take such actions as Secured Party may be necessary or desirable, or that Lender may reasonably request, to create, perfect and protect the Security Interests.
(e) Each Grantor Debtor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise mark xxxx such books and records in such manner as Lender Secured Party may reasonably rexxxxt request indicating that the Collateral is subject to the Security Interests.
(f) Except as otherwise permitted herein herein, by the Senior Loan Documents or by the NoteNote Agreement, no Grantor Debtor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors each Debtor may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor the applicable Debtor or any other Person except for the Security Interests, the Liens in favor of the Senior Lender and the other Liens permitted under the Senior Loan Documents.
(g) Beyond the safe custody thereof, each Grantor Debtor agrees that Lender Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Lender Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender Secured Party in good faith.
(h) No Grantor shall do anything to impair the rights of Lender in the Collateral. Each Grantor Debtor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the NoteSenior Loan Documents. Each Grantor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor the applicable Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such Grantorthe applicable Debtor.
(i) Lender Each Debtor agrees that upon payment in full of all Obligations (excluding unasserted claims concerning contingent indemnification liabilities) and the termination of the Loan AgreementsNote Agreement, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable GrantorDebtor. Lender Each Debtor further agrees that upon such termination of the Security Interests or release of any Collateral, Lender Secured Party shall, at the expense of each Grantorthe applicable Debtor, execute and deliver to each Grantor such Debtor such documents as such Grantor the applicable Debtor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.
Appears in 1 contract
Collateral Generally. (a) Each Grantor Debtor hereby authorizes Lender Agent to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Grantor Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as "all assets" or "all personal property" or words of like import.
(b) Each Grantor Debtor will furnish to LenderAgent, from time to time upon requestreasonable request by Agent, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Lender Agent may reasonably request, all in reasonable detail.
(c) No Grantor Debtor shall use or permit any Collateral to be used unlawfully in any material respect or in violation of any provision of applicable law, or any policy of insurance covering any of the Collateral, in each case, in any material respect.
(d) Subject to the next sentence, each Grantor shall keep the Collateral (other than Collateral in the possession of Lender, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by such Grantor and set forth on the Perfection Certificate. Each Grantor Debtor shall give Lender Agent not less than thirty (30) days prior written notice of any change in such GrantorDebtor's chief executive office and principal place of business or of any new location of business or any new location for any of the CollateralCollateral that is material to such Debtor and that consists of Equipment or Inventory. With respect to any such new location (which in any eventlocation, other than as set forth on Appendix I to the Note or as otherwise consented to by Lender in writing in advance at its sole discretion, shall be within the continental United States)upon Agent's request, each Grantor Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Lender may request, to create, create and perfect and protect the Security InterestsInterests under the laws of the United States.
(e) Each Grantor Debtor shall keep full and accurate books and records relating to the Collateral and, if an Event of Default has occurred and is continuing, at the request of Agent shall stamp or otherwise mark such books and records in such manner as Lender Agent may reasonably rexxxxt reasonablx xxquest indicating that the Collateral is subject to the Security Interests.
(f) Except as otherwise permitted herein or by the Note, no Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Grantors may sell Inventory to buyers in the ordinary course of business and may license General Intangibles to licensees in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of such Grantor or any other Person except for the Security Interests.
(g) Beyond the safe custody thereofof any Collateral in its possession and the accounting for monies actually received hereunder, each Grantor Debtor agrees that Lender Agent shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Lender Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal it takes such action for that purpose as a Debtor reasonably requests in writing, but failure of Agent to that which it accords its own propertycomply with any such request at any time shall not of itself be deemed a failure to exercise reasonable care. Lender Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee reasonably selected by Lender in good faithAgent.
(hg) No Grantor shall do anything to impair the rights of Lender in the Collateral. Each Grantor shall at all times maintain insurance with respect to the Collateral in compliance with the requirements of the Note. Each Grantor Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to such GrantorDebtor.
(ih) Lender Agent agrees that upon payment in full of all Obligations and the termination of the Loan Committed Loans and all Support Agreements, the Security Interests shall automatically terminate and all rights to the Collateral shall revert to the applicable GrantorDebtors. Lender Agent further agrees that upon such termination of the Security Interests or release or re-assignment of any Collateral, Lender Agent shall, at the expense of each GrantorDebtor, return all Collateral then in Agent's possession and execute and deliver to each Grantor such Debtor such documents as such Grantor Debtor shall reasonably request to evidence the termination of the Security Interests or the release and re-assignment of such Collateral, as the case may be.
Appears in 1 contract
