Covenants and Agreements. Each Grantor covenants and agrees that: (i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory; (ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP; (iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent; (iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and (v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Meridian Waste Solutions, Inc.), Pledge and Security Agreement (Meridian Waste Solutions, Inc.), Pledge and Security Agreement (Meridian Waste Solutions, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Equipment and Inventory until sold in the ordinary course of business and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall notify Collateral Agent in writing, by executing and delivering to Collateral Agent, no less often than quarterly, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all applicable Supplements to Schedules thereto, in the event there has been any change in the locations specified on Schedule 4.2 with respect to such Equipment, Inventory (other than Inventory sold in the ordinary course of business) and Documents, identifying such new locations and providing such other information in connection therewith as Collateral Agent may reasonably request;
(iii) it shall keep correct and accurate records of the Inventory, Inventory as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event sufficient to prepare financial statements in conformity accordance with GAAP;
(iiiiv) it shall not deliver any Document evidencing any Equipment and or Inventory (other than pursuant to a sale of Inventory in the ordinary course of business) to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;; and
(ivv) if any Equipment or Inventory in excess of $25,000 for any location or $100,000 in the aggregate is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Evergreen Solar Inc), Pledge and Security Agreement (Evergreen Solar Inc), Pledge and Security Agreement (Evergreen Solar Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep records of the Inventory that are correct and accurate records of the Inventoryin all material respects and that are, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event event, in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory with an aggregate fair market value in excess of $1.0 million is in possession or control of any third party, each Grantor shall notify Collateral Agent and, if requested by Collateral Agent, join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment with a fair market value in excess of $100,000 individually or $1.0 million in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral AgentAgent (not more frequently than once each calendar quarter so long as no Event of Default has occurred and is continuing), (Ax) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (By) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (Cz) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 3 contracts
Samples: Pledge and Security Agreement, Credit and Guaranty Agreement (Medical Device Manufacturing, Inc.), Pledge and Security Agreement (Medical Device Manufacturing, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 4.02, other than in-transit Inventory and equipment out for repair (as such schedule may be amended or supplemented by the Grantors in writing, from time to time, but in any event, no less frequently than monthly) unless it shall have (a) notified the Collateral Agent Trustee in writing, by executing and delivering to the Collateral Agent Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, Supplement together with all Supplements to Schedules thereto, at least thirty five (305) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent Trustee may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral AgentTrustee’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons itemizing and describing the kind, type and quantity of established reputation engaged Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in similar businesseach case, and in any event in conformity with GAAP;reasonable detail; and
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;[Intentionally omitted]
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent[Intentionally omitted]; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral AgentTrustee, but subject to the terms and conditions set forth in the Intercreditor Agreement, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent Trustee copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby; provided, that no Grantor shall be required to request a notation or other indication of security interest with respect to any motor vehicles owned by the Grantors with a value of less than $200,000 in the aggregate at any time.
Appears in 2 contracts
Samples: Senior Notes Security Agreement (PRETIUM CANADA Co), Senior Notes Security Agreement (PRETIUM CANADA Co)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i1) it such Grantor shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) II hereto unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, writing at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii2) it such Grantor shall keep correct and accurate records of the Inventory, including, without limitation, itemizing and describing the kind, type and quantity of such Inventory, such Grantor’s cost therefor and, where applicable, the current list prices for such Inventory and such other information as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAPgenerally accepted accounting principles;
(iii3) it such Grantor shall not deliver any Document evidencing any Equipment and Inventory Evidencing Goods to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv4) if any Equipment or Inventory is in possession or control of any third party, including, without limitation, any warehouseman, bailee or agent, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an Authenticated acknowledgment from the such third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v5) with respect to any item of Equipment which is covered by a certificate of title Title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title Title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 2 contracts
Samples: Pledge and Security Agreement (St Cloud Capital Partners Lp), Pledge and Security Agreement (Prolong International Corp)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) other than Inventory in transit or sold to customers in the ordinary course of business, it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless unless, with respect to any location at which Inventory having a value in excess of $500,000 is located, it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent an Officer’s Certificate, and a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty fifteen (3015) days prior to any change in locations, identifying such change in the location of and the new locations location of such Collateral, and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document (or to a shipper or freight forwarder acting on such Grantor’s behalf in the ordinary course of business) to claim the Goods goods evidenced therefor or the Collateral Agent;; and
(iv) if any Equipment or Inventory having a value in excess of $500,000 in the aggregate is in possession or control of any third partyparty (other than Inventory in transit and customers purchasing inventory in the ordinary course of business), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 2 contracts
Samples: Revolving Credit Pledge and Security Agreement (NewPage Holding CORP), Revolving Credit Pledge and Security Agreement (NewPage Energy Services LLC)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 4.02 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and request;
(bii) taken all actions necessary if any Grantor’s Equipment or advisable to maintain Inventory (other than Equipment or Inventory in transit or out for repairs in the continuous validityordinary course of business) is in possession or control of any third party, perfection and such Grantor shall join with the same or better priority Collateral Agent in notifying the third party of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable if reasonably requested by the Collateral Agent shall use commercially reasonable efforts to exercise and enforce its rights and remedies hereunder, with respect to such obtain an acknowledgement from the third party that it is holding the Equipment and InventoryInventory for the benefit of the Collateral Agent;
(iiiii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;; and
(iv) if any Equipment or Inventory is in possession or control of any third party, any time after the occurrence and during the continuance of an Event of Default, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 2 contracts
Samples: Second Lien Pledge and Security Agreement (Paramount Acquisition Corp), First Lien Pledge and Security Agreement (Paramount Acquisition Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(i) it shall keep and maintain at its own cost and expense satisfactory and complete records of the EquipmentCollateral Receivables, Inventory including, but not limited to, the originals of all documentation with respect to all Collateral Receivables and any Documents evidencing any Equipment records of all payments received and Inventory all credits granted on the Collateral Receivables, all merchandise returned and all other dealings therewith;
(ii) unless otherwise agreed upon by the Security Agent, it shall xxxx conspicuously, in form and manner reasonably satisfactory to the Security Agent, all Chattel Paper included in the locations specified on Schedule 4.2 Collateral, Instruments (other than checks) in excess of $5 million individually included in the Collateral and other evidence of Collateral Receivables in excess of $5 million individually (other than any delivered to the Security Agent as such schedule may be amended or supplemented from time provided herein), as well as the Collateral Receivables Records with an appropriate reference to timethe fact that the Security Agent has a security interest therein;
(iii) unless it shall have (a) notified the Collateral Agent perform in writing, by executing and delivering all material respects all of its obligations with respect to the Collateral Agent a completed Pledge SupplementReceivables;
(iv) it shall not amend, substantially modify, terminate or waive any provision of any Collateral Receivable in any manner which in the form good faith judgment of Exhibit A attached hereto, together with all Supplements Grantor could reasonably be expected to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as have a material adverse effect on the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority value of the Collateral Receivables or a substantial portion thereof. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof or with the consent of the Security Agent, and except as otherwise provided in subsection (v) below, following and during the continuance of an Event of Default, Grantor shall not (w) grant any extension or renewal of the time of payment of any Collateral Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Collateral Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof or (z) allow any credit or discount thereon;
(v) except as otherwise provided in this subsection, Grantor shall use commercially reasonable efforts to collect all amounts due or to become due to Grantor under the Collateral Receivables and any Supporting Obligation included in the Collateral and diligently exercise each material right it may have under any Collateral Receivable, any Supporting Obligation included in the Collateral or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, Grantor shall take such action as Grantor may deem necessary or advisable. Notwithstanding the foregoing, the Security Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require Grantor to notify, any Account Debtor of the Security Agent’s security interest in the Collateral intended Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Security Agent may: (1) direct the Account Debtors under any Collateral Receivables to be granted and agreed make payment of all amounts due or to herebybecome due to Grantor thereunder directly to the Security Agent; (2) notify, or require Grantor to enable notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Collateral Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Security Agent; and (3) enforce, at the expense of Grantor, collection of any such Collateral Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. If the Security Agent notifies Grantor that it has elected to collect the Collateral Agent to exercise and enforce its rights and remedies hereunderReceivables in accordance with the preceding sentence, with respect to such Equipment and Inventory;
any payments of Collateral Receivables received by Grantor shall be forthwith (ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event within two (2) Business Days) deposited by Grantor in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment the exact form received, duly indorsed by Grantor to the Security Agent if required, in a Collateral Account maintained under the sole dominion and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third partythe Security Agent, each and until so turned over, all amounts and proceeds (including checks and other instruments) received by Grantor shall join with the Collateral Agent in notifying the third party respect of the Collateral Agent’s security interest and obtaining an acknowledgment from Receivables, any Supporting Obligation included in the third party that it is holding the Equipment and Inventory Collateral or Collateral Support shall be received in trust for the benefit of the Security Agent hereunder and shall be segregated from other funds of Grantor and Grantor shall not adjust, settle or compromise the amount or payment of any Collateral AgentReceivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and
(vvi) with respect it shall use its commercially reasonable efforts to keep in full force and effect any material Supporting Obligation included in the Collateral or Collateral Support relating to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyReceivable.
Appears in 2 contracts
Samples: Notes Pledge and Security Agreement (Altice USA, Inc.), Notes Pledge and Security Agreement (Altice USA, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) except with respect to property having a value of less than $2,000,000 in the aggregate (across all Grantors) and any property that is in transit, out for repair or on loan to employees in the ordinary course of business or Unincorporated Materials, it shall keep the Equipment, Equipment and Inventory included in the Collateral and any Documents evidencing any such Equipment and Inventory in the locations specified on in Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (aA) notified the Collateral Agent and the Administrative Agent in writing, by executing and delivering to the Collateral Agent and the Administrative Agent a completed Pledge Supplement, substantially in Supplement on or before the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to next Quarterly Update Date after any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (bB) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory included in the Collateral to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;; and
(iviii) except for Equipment or Inventory having a value of less than $500,000 individually or $2,000,000 in the aggregate (across all Grantors) or otherwise constituting Unincorporated Materials, if any Equipment or Inventory is in possession or control of any third partyparty (other than such Equipment and Inventory that is in transit, out for repair or on loan to employees in the ordinary course of business), each Grantor shall shall, at the request of the Collateral Agent, join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyinterest.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Empire Resorts Inc), Pledge and Security Agreement (Empire Resorts Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the EquipmentEquipment and Inventory, Inventory with a value in excess of $250,000, until sold in the ordinary course of business and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time);
(ii) unless it shall have (a) notified the notify Collateral Agent in writing, by executing and delivering to the Collateral Agent Agent, no less often than quarterly, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all applicable Supplements to Schedules thereto, at least thirty (30) days prior to in the event there has been any change in locationsthe locations specified on Schedule 4.2 with respect to such Equipment, Inventory (other than Inventory sold in the ordinary course of business) and Documents, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions shall be necessary or advisable to maintain the continuous validity, perfection and the same or better priority of perfect the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and InventoryCollateral;
(iiiii) it shall keep correct and accurate records of the Inventory, Inventory as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event sufficient to prepare financial statements in conformity accordance with GAAP;
(iiiiv) it shall not deliver any Document evidencing any Equipment and or Inventory (other than pursuant to a sale of Inventory in the ordinary course of business) to any Person other than (A) the issuer of such Document to claim the Goods evidenced therefor or the (B) Collateral Agent;; and
(ivv) if any Equipment or Inventory in excess of $250,000 for any location or $1,000,000 in the aggregate is in possession or control of any third party, each Grantor shall join with the notify, and shall request, that Collateral Agent join such Grantor (upon reasonable written request and at such Grantor’s cost) in notifying the third party of the Collateral Agent’s security interest interest, and obtaining use commercially reasonable efforts for a period of thirty (30) days to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the . The Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyshall not be responsible for determining whether Company has used “commercially reasonable efforts” hereunder.
Appears in 2 contracts
Samples: Pledge and Security Agreement, Pledge and Security Agreement (Akoustis Technologies, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) other than Inventory in transit or sold to customers in the ordinary course of business, it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless unless, with respect to any location at which Inventory having a value in excess of $500,000 is located, it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent an Officer’s Certificate (as defined in the Collateral Trust Agreement), and a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty fifteen (3015) days prior to any change in locations, identifying such change in the location of and the new locations location of such Collateral, and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document (or to a shipper or freight forwarder acting on such Grantor’s behalf in the ordinary course of business) to claim the Goods goods evidenced therefor or the Collateral Agent;; and
(iv) if any Equipment or Inventory having a value in excess of $750,000 in the aggregate is in possession or control of any third partyparty (other than Inventory in transit and customers purchasing inventory in the ordinary course of business), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 2 contracts
Samples: Revolving Credit Pledge and Security Agreement, Revolving Credit Pledge and Security Agreement (NewPage CORP)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Guarantee and Collateral Agreement Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information and documentation in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and InventoryInventory (including delivery to the Collateral Agent of an executed Collateral Access Agreement with respect to any new leased location);
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons itemizing and describing the kind, type and quantity of established reputation engaged Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in similar businesseach case, and in any event in conformity with GAAPreasonable detail;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party or is otherwise located at a location owned by a third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment and agreement from the such third party in form and substance satisfactory to the Collateral Agent that it such third party is holding the such Equipment and Inventory for the benefit of the Collateral AgentAgent and that the Collateral Agent shall be granted reasonable access thereto (a “Collateral Access Agreement”);
(v) any Goods now or hereafter produced by any Grantor included in the Collateral shall be produced in compliance with the requirements of the Fair Labor Standards Act; and
(vvi) with respect to any item of Inventory or Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateInventory or Equipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Inventory or Equipment covered thereby.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Joe's Jeans Inc.), Guarantee and Collateral Agreement (Joe's Jeans Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(i) it shall keep After the Equipmentoccurrence and during the continuance of an Event of Default, Inventory in addition to any rights under the Section of this Agreement relating to Receivables, the Priority Lien Collateral Trustee may at any time notify, or require any Grantor to so notify, the counterparty on any Material Contract of the security interest of the Priority Lien Collateral Trustee therein and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering upon written notice to the Collateral Agent a completed Pledge Supplementapplicable Grantor, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to herebynotify, or require any Grantor to enable notify, the counterparty to make all payments under the Material Contracts directly to the Priority Lien Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and InventoryTrustee;
(ii) each Grantor shall deliver promptly to the Priority Lien Collateral Trustee a copy of each material demand or notice received by it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and relating in any way to any Material Contract which involves any claim, event in conformity with GAAPor other circumstance the consequences of which could reasonably be expected to have a Material Adverse Effect;
(iii) it each Grantor shall not deliver promptly to the Priority Lien Collateral Trustee, after (1) any Document evidencing any Equipment and Inventory to any Person other than the issuer Material Contract of such Document Grantor is terminated or amended in a manner that is materially adverse to claim such Grantor or (2) any new Material Contract is entered into by such Grantor, notice thereof as required by Section 5.1 of the Goods evidenced therefor or the Collateral AgentCredit Agreement;
(iv) if it shall perform in all material respects all of its obligations with respect to the Material Contracts except to the extent contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor;
(v) it shall promptly and diligently exercise each material right it may have under any Equipment Material Contract, any Supporting Obligation or Inventory is Collateral Support, in possession or control of any third partyeach case, each at its own expense, and in connection with such collections and exercise, such Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agenttake such action as such Grantor may deem necessary or advisable; and
(vvi) with respect it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any item of Equipment which is covered by Material Contract, except where, in its business judgment, it concludes that loss or relinquishment will not have a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyMaterial Adverse Effect.
Appears in 2 contracts
Samples: Pledge and Security Agreement (NewPage Energy Services LLC), Pledge and Security Agreement (NewPage Holding CORP)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) ), or at any location where the book value of any Equipment and Inventory does not exceed $250,000 unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty ten (3010) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;; and
(iv) if any Equipment or Inventory having a book value in excess of $250,000 is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining using commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Carmike Cinemas Inc), Credit Agreement (Carmike Cinemas Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i1) it such Grantor shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) II hereto unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, writing at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii2) it such Grantor shall keep correct and accurate records of the Inventory, including, without limitation, itemizing and describing the kind, type and quantity of such Inventory, such Grantor’s cost therefor and, where applicable, the current list prices for such Inventory and such other information as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAPgenerally accepted accounting principles;
(iii3) it such Grantor shall not deliver any Document evidencing any Equipment and Inventory Evidencing Goods to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv4) if any Equipment or Inventory is in possession or control of any third party, each including, without limitation, any warehouseman, bailee or agent, Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an Authenticated acknowledgment from the such third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v5) with respect to any item of Equipment which is covered by a certificate of title Title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title Title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 2 contracts
Samples: Security Agreement (Viking Systems Inc), Security Agreement (St Cloud Capital Partners Lp)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) other than Inventory and Equipment in transit or sold to customers in the ordinary course of business, it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless unless, with respect to any location at which Equipment or Inventory having a value in excess of $500,000 is located, it shall have (a) notified the Priority Lien Collateral Agent Trustee in writing, by executing and delivering to the Priority Lien Collateral Agent Trustee an Officer’s Certificate, and a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty fifteen (3015) days prior to any change in locations, identifying such change in the location of and the new locations location of such Collateral, and providing such other information in connection therewith as the Priority Lien Collateral Agent Trustee may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Priority Lien Collateral AgentTrustee’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Priority Lien Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document (or to a shipper or freight forwarder acting on such Grantor’s behalf in the ordinary course of business) to claim the Goods evidenced therefor or the Priority Lien Collateral AgentTrustee;
(iv) if any Equipment or Inventory having a value in excess of $500,000 in the aggregate is in possession or control of any third partyparty (other than Equipment and Inventory in transit and customers purchasing inventory in the ordinary course of business), each Grantor shall join with the Priority Lien Collateral Agent Trustee in notifying the third party of the Priority Lien Collateral AgentTrustee’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Priority Lien Collateral AgentTrustee; and
(v) with respect to any item of Equipment having a value in excess of $100,000 individually or any items of Equipment having a value in excess of $500,000 in the aggregate, which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Priority Lien Collateral AgentTrustee, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Priority Lien Collateral Agent Trustee copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 2 contracts
Samples: Pledge and Security Agreement (NewPage Holding CORP), Pledge and Security Agreement (NewPage Energy Services LLC)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 SCHEDULE II hereto (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and to the extent required by the Credit Agreement providing Landlord's Waivers and Consents with respect to such new location and such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons itemizing and describing the kind, type and quantity of established reputation engaged Inventory, such Grantor's cost therefor and (where applicable) the current list prices for the Inventory, in similar businesseach case, and in any event in conformity with GAAPreasonable detail;
(iii) except as may be required by any applicable law, it shall not deliver any Document evidencing any Equipment and Inventory Evidencing Goods to any Person other than (x) the issuer of such Document to claim the Goods evidenced therefor or (y) the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any one or more third partyparties, each including, without limitation, any warehouseman, bailee or agent, such Grantor shall join with the Collateral Agent in notifying the such third party parties of the Collateral Agent’s 's security interest and obtaining using its best efforts to obtain an Authenticated acknowledgment from the such third party parties that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, Agent and will act upon the reasonable request instructions of the Collateral AgentAgent without further consent from any Grantor or any other Person; PROVIDED, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateHOWEVER, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.that this
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the all Equipment, Inventory and any Documents evidencing any Equipment and Inventory having an aggregate value equal to or greater than $500,000 (other than Inventory or Equipment that is in transit or is being repaired) in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty ten (3010) days Business Days (or such shorter period as the Collateral Agent (acting upon a Direction of the Requisite Lenders) may agree to in its discretion) prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request (acting upon a Direction of the Requisite Lenders) and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep proper books of record and accounts in which full, true and correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event entries in conformity with GAAP;GAAP shall be made of all dealings and transactions in relation to its business and activities; and
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified for any Grantor on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty twenty (3020) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar businessit and, and in any event event, in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third partyparty (other than for repairs), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment having a book value in excess of $250,000 100,000 individually or $1,000,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified notify the Collateral Agent in writing, contemporaneously with the delivery of the annual financial statements under Section 5.1(c) of the Credit Agreement and at such other times as the Collateral Agent may reasonably request by executing and delivering to the Collateral Agent a completed Pledge Supplementthe annual collateral verification required by Section 5.1(o) of the Credit Agreement or an amendment or supplement to Schedule 4.2, substantially in the form as applicable, of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locationslocation of where it keeps the Equipment, Inventory and any Document evidencing any Equipment and Inventory, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken take all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory with a value in excess of $300,000 individually or $2,500,000 in the aggregate is in possession or control of any third partyparty for a period of more than 30 days, each Grantor shall notify the Collateral Agent thereof no later than the next Quarterly Reporting Date and thereafter, upon reasonable request by the Collateral Agent, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral collateral Agent; and;
(v) with respect to any item of Equipment in excess of $300,000 individually or $2,500,000 in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregatePLEDGE AND SECURITY AGREEMENT EXECUTION Equipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby; and
(vi) it shall notify the Collateral Agent no later than the next Quarterly Reporting Date of any Inventory or Equipment in excess of $300,000 individually or $2,500,000 in the aggregate coming in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor.
Appears in 1 contract
Samples: Pledge and Security Agreement (Bell Powersports, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall (a) keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified or described on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (ax), with respect to all such Equipment and Inventory and any Documents evidencing such Equipment and Inventory (other than Off-Site Equipment and Inventory)) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior (or such shorter period of time as is consented to by the Collateral Agent in writing) to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (by) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory, and (b) provide the Collateral Agent on a monthly basis an updated Schedule 4.2 setting forth the locations of all of the Equipment and Inventory of such Grantor;
(ii) it shall keep correct and accurate records of the Inventory, itemizing and describing the kind, type and quantity of Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in each case, in reasonable detail as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, upon the occurrence and during the continuation of any Event of Default with respect to any Off-Site Equipment and Inventory, and upon the written request of the Collateral Agent with respect to all such other Equipment or Inventory, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 50,000 individually or $200,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (American Medical Systems Holdings Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees thatas follows:
(i) it shall keep Each Grantor agrees to deliver or cause to be delivered to the Equipment, Inventory Administrative Agent any and any Documents evidencing any Equipment and Inventory all Pledged Securities (other than the Excluded Franchisee Notes) (A) in the locations specified case of any such Pledged Securities (other than the Excluded Franchisee Notes) owned by such Grantor on Schedule 4.2 the Closing Date, on the Closing Date, and (as B) in the case of Pledged Securities (other than the Excluded Franchisee Notes) acquired by such schedule may be amended Grantor after the Closing Date, promptly and in any event within 14 days after the acquisition thereof by such Grantor (or supplemented from time such longer period agreed to time) unless it shall have (a) notified by the Collateral Administrative Agent in writingits reasonable discretion).
(A) Except with respect to intercompany Indebtedness evidenced by the Master Intercompany Note, if any Indebtedness for borrowed money in a principal amount in excess of $50,000, individually or, when aggregated with other such Indebtedness evidenced by executing promissory notes (other than the Excluded Franchisee Notes) not so delivered, $100,000, is owing to any Grantor and delivering such Indebtedness is evidenced by a promissory note, such Grantor shall deliver to the Collateral Administrative Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached heretosuch promissory note, together with undated instruments of transfer with respect thereto endorsed in blank and (B) with respect to intercompany Indebtedness, all Supplements to Schedules thereto, at least thirty (30) days prior Indebtedness of the Borrower and each of its Subsidiaries that is owing to any change in locationsGrantor (or Person required to become a Grantor) shall be evidenced by the Master Intercompany Note, identifying and the Administrative Agent shall have received such new locations Master Intercompany Note duly executed by the Borrower, each such Subsidiary and providing each such other information Grantor, together with undated instruments of transfer with respect thereto endorsed in connection therewith blank;
(iii) Upon delivery to the Administrative Agent, (A) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock or note powers duly executed in blank or other undated instruments of transfer satisfactory to the Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (bB) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities, which schedule shall be attached hereto as Part A, B or C, as applicable, of Schedule 3.4; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.
(iv) Except for Excluded Accounts and Local Deposit Accounts, no Grantor shall establish or maintain, or permit any other Grantor to establish or maintain, any Deposit Account, Securities Account or Commodities Account that is not subject to the Control of the Administrative Agent’s security interest in .
(v) Except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral intended is and will continue to be granted freely transferable and agreed assignable, and none of the Pledged Collateral is or will be subject to herebyany option, right of first refusal, shareholders agreement, charter or to enable by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent to exercise and enforce its of rights and remedies hereunder.
(vi) Each Grantor pledging Uncertificated Securities shall deliver to the Administrative Agent an agreement among the issuer thereof, the Administrative Agent and such Grantor, in form and substance satisfactory to the Administrative Agent, pursuant to which such issuer agrees to comply with any and all instructions originated by the Administrative Agent without further consent by such Grantor and not to comply with instructions regarding such Uncertificated Securities originated by any other person other than a court of competent jurisdiction. The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such instructions or directions to any such issuer unless an Event of Default has occurred and is continuing. In addition, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with written instructions of the Administrative Agent with respect to the Equity Interests in such Equipment and Inventory;Grantor that constitute Pledged Equity Interests hereunder without further consent by the applicable owner or holder of such Equity Interests.
(iivii) it shall keep correct and accurate records of In the Inventoryevent (A) any Grantor or any Approved Intermediary shall, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar businessafter the date hereof, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining terminate an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) agreement with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication maintenance of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to Securities Account or Commodities Account for any such Equipment in excess of $250,000 in the aggregatereason, (B) execute and file the Administrative Agent shall demand the termination of an agreement with respect to the maintenance of a Securities Account or a Commodities Account as a result of the failure of the applicable Approved Intermediary to comply with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication terms of the security interest created hereunder on such certificate of titleapplicable Control Agreement, and or (C) deliver the Administrative Agent determines in its sole discretion that the financial condition of an Approved Intermediary has materially deteriorated, such Grantor agrees to promptly transfer the assets held in such Securities Account or Commodities Account, as applicable, to another Securities Account or Commodities Account, as applicable, acceptable to the Collateral Administrative Agent copies and that is subject to the Control of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyAdministrative Agent.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory with a fair market value in excess of $100,000 (other than (i) Inventory temporarily held by vendors or other third parties for storage, reprocessing or otherwise to have value added, (ii) Equipment moved for repair or refurbishment, and (iii) Equipment or Inventory in transit in the ordinary course of business) in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writingwriting of such change, and by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty within (30) days prior to of any change in locationslocations (or such longer period as reasonably agreed to by Collateral Agent), identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable reasonably requested by Collateral Agent to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons itemizing and describing the kind, type and quantity of established reputation engaged Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in similar businesseach case, in reasonable detail and in any event in conformity with GAAPall material respects;
(iii) it shall not deliver any Document evidencing any Equipment and or Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or therefor, Collateral Agent or, subject to the Collateral terms of the Intercreditor Agreement, the ABL Agent;
(iv) if any Equipment or Inventory with an aggregate fair market value of $100,000 is in possession or control of any third party, at the reasonable request of the Collateral Agent and following the occurrence and during the continuation of an Event of Default, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agentinterest; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, the applicable Grantor shall (A) provide information with respect to any such Equipment with a fair market value in excess of $250,000 in the aggregate100,000 individually, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such applications, certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyor other documents.
Appears in 1 contract
Samples: Pledge and Security Agreement (Lifecore Biomedical, Inc. \De\)
Covenants and Agreements. Each Grantor hereby covenants and agrees with the Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent Secured Party in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least within thirty (30) days prior to after any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent Secured Party may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral AgentSecured Party’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, itemizing and describing the kind, type and quantity of Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in each case, in reasonable detail, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral AgentSecured Party;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent Secured Party in notifying the third party of the Collateral AgentSecured Party’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral AgentSecured Party; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, thereof (A) provide information with respect to any such Equipment in excess of $250,000 100,000 individually or $1,000,000 in the aggregate, and (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and Secured Party copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xo Communications Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 2,500,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (Arizona Chemical Ltd.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, Inventory as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAPGAAP ;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor therefore or the Collateral Agent; provided however, that until the Discharge of First Lien Obligations has occurred, the requirements for delivery under this paragraph shall be deemed to have been satisfied by delivery of such Collateral to the First Lien Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 25,000 individually or $100,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby; provided however, that until the Discharge of First Lien Obligations has occurred, the requirements for delivery under this paragraph shall be deemed to have been satisfied by delivery of such Collateral to the First Lien Collateral Agent.
Appears in 1 contract
Samples: Second Lien Credit and Guaranty Agreement (X Rite Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory (other than Inventory that has been sold in the ordinary course of business) and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, and (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iiiii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iii) it shall not return any of its Inventory to a supplier or vendor thereof, or any other Person, whether for cash, credit against future purchases or then existing payables, or otherwise, unless (i) such return is in the ordinary course of business of such Grantor and such Person; (ii) no Default or Event of Default exists or would result therefrom; (iii) the return of such Inventory will not result in an Out-of-Formula Condition under the Credit Agreement; (iv) such Grantor promptly notifies Agent thereof if the aggregate value of all Inventory returned in any month exceeds $250,000; and (v) any payments received by such Grantor in connection with any such return are promptly turned over to Agent for application to the Secured Obligations;
(iv) it shall not acquire or accept Inventory on consignment or approval unless the aggregate value of such Inventory on hand at any time is less than $250,000 and such Inventory is reflected as ineligible in the most recently delivered Borrowing Base Certificate, and will use its best efforts to insure that all Inventory that is produced in the United States of America will be produced in accordance with the Fair Labor Standards Act, as amended;
(v) it shall not sell Inventory to any customer on approval or any other basis upon which the customer has a right to return or obligates any Grantor to repurchase such Inventory unless the aggregate value of such Inventory at any time is less than $250,000 and such Inventory is reflected as ineligible in the most recently delivered Borrowing Base Certificate;
(vi) it shall produce, use, store and maintain all Inventory with all reasonable care and caution in accordance with applicable standards of any insurance and in conformity with applicable law (including the requirements of the Fair Labor Standards Act, as amended) and will maintain current rent payments (within applicable grace periods provided for in leases) at all locations at which any Inventory is maintained or stored;
(vii) if any Equipment or Inventory is in comes into the possession or control of any third party, (other than a supplier, customer or subcontractor in the ordinary course of business as described in Section 4.2(a)(i), above), each Grantor shall shall, as a condition to entering into any such arrangement in respect of Equipment or Inventory (unless the aggregate net book value of such Equipment or Inventory at such time is less than $1,000,000, and in the case of Inventory, such Inventory is reflected as ineligible in the most recently delivered Borrowing Base Certificate), upon request of Agent, join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining use its commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(vviii) with respect to any item Equipment with net book value in excess of Equipment $100,000 individually or $1,000,000 in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, such Grantor shall (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Euramax International, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep notify the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Revolving Collateral Agent in writing, writing annually and at such other times as the Revolving Collateral Agent may reasonably request (but in no event more than four times per year) by executing and delivering to the Revolving Collateral Agent a completed Pledge Supplementthe annual collateral verification required by Section 5.1(o) of the Revolving Credit Agreement or an amendment or supplement to Schedule 4.2, substantially in the form as applicable, of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locationslocation of any Equipment or Inventory or any Document evidencing any Equipment or Inventory, identifying such new locations and providing such other information in connection therewith as the Revolving Collateral Agent may reasonably request and (b) taken take all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Revolving Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Revolving Collateral Agent to exercise and enforce its rights and remedies hereunderhereunder (subject to the terms of the Intercreditor Agreement), with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than (x) the issuer of such Document to claim the Goods evidenced therefor or therefor, (y) with respect to Inventory, the Revolving Collateral Agent and (z) with respect to Equipment, the Term Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Revolving Collateral Agent in notifying the third party of the Revolving Collateral Agent’s 's security interest therein and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Revolving Collateral Agent; and;
(v) whenever reasonably requested or required by the Revolving Collateral Agent in accordance with any applicable law, with respect to any item of Equipment in excess of $100,000 individually or $500,000 in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, each Grantor shall (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder and under the Term Security Agreement on such certificate of title, and (C) deliver to the Revolving Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby; provided, however, that, prior to the Discharge of Term Obligations, and except as set forth in the Intercreditor Agreement, the Revolving Collateral Agent shall not have the right to exercise its rights under this subsection unless the Term Security Agent shall have first exercised its rights under the related provision in the Term Security Agreement; and
(vi) it shall notify the Revolving Collateral Agent promptly and in any event within thirty (30) days of any Inventory or Equipment in excess of $100,000 individually or $500,000 in the aggregate coming in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor, and shall, at the request of the Revolving Collateral Agent (in accordance with the terms of the Intercreditor Agreement), deliver any negotiable document evidencing or governing such Inventory or Equipment to the Revolving Collateral Agent, or establish the Revolving Collateral Agent's control over any electronic negotiable documents; provided, however, that prior to the Discharge of Term Obligations the Grantor may satisfy this requirement with respect to documents relating to Equipment by causing the Term Collateral Agent to obtain possession or control thereof.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep (x) notify the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Revolving Collateral Agent in writingwriting annually and at such other times as the Revolving Collateral Agent may reasonably request (but in no event, so long as no Event of Default has occurred and is then continuing, more than two times per Fiscal Year) by executing and delivering to the Revolving Collateral Agent a completed Pledge Supplementthe annual collateral verification required by Section 5.1(p) of the Revolving Credit Agreement or an amendment or supplement to Schedule 4.2, substantially in the form as applicable, of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locationslocation of any Equipment or Inventory or any Document evidencing any Equipment or Inventory, identifying such new locations and providing such other information in connection therewith as the Revolving Collateral Agent may reasonably request and (by) taken take all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Revolving Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Revolving Collateral Agent to exercise and enforce its rights and remedies hereunderhereunder (subject to the terms of the Intercreditor Agreement), with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than (x) the issuer of such Document to claim the Goods evidenced therefor or therefor, (y) the Revolving Collateral Agent and (z) with respect to Equipment prior to the Discharge of Notes Obligations, the Secured Notes Collateral Agent;
(iv) if any Equipment or Inventory in excess of $100,000, individually, or $1,000,000 in the aggregate, is in possession or control of any third partyparty (other than, prior to the Discharge of Notes Obligations, Equipment in the possession of the Secured Notes Collateral Agent), each Grantor shall join with the Collateral Agent in notifying notify the third party of the Revolving Collateral Agent’s security interest therein and use its commercially reasonable efforts in obtaining an acknowledgment from the third party that it is holding the such Equipment and Inventory for the benefit of the Revolving Collateral Agent; and
(v) with respect to it shall notify the Revolving Collateral Agent promptly and in any item of Equipment which is covered by a certificate of title under a statute event within thirty (30) days of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Inventory or Equipment in excess of $250,000 100,000 individually or $1,000,000 in the aggregateaggregate that is or comes into the possession of an issuer of a negotiable document of title (as defined in Section 7-104 of the UCC) therefor, and shall, at the request of the Revolving Collateral Agent (B) execute and file in accordance with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication terms of the security interest created hereunder on Intercreditor Agreement), deliver any negotiable document of title evidencing or governing such certificate Inventory or Equipment to the Revolving Collateral Agent, or establish the Revolving Collateral Agent’s control over any electronic negotiable documents of title; provided, and (C) deliver however, that prior to the Discharge of Notes Obligations such Grantor may satisfy this requirement with respect to negotiable documents of title relating to Equipment by causing the Secured Notes Collateral Agent copies of all such applications to obtain possession or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebycontrol thereof.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees thatthat until payment in full of all Secured Obligations (other than unmatured contingent obligations), the cancellation or termination in full of the Total Revolving Loan Commitment, the cancellation or expiration of all outstanding Letters of Credit, the expiration or termination of all Secured Hedging Agreements and the expiration or termination of all Secured Cash Management Agreements:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory with a book value in excess of $5,000,000 in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions actions, if any, necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iviii) if any Equipment or (A) Inventory in the amount in excess of $1,000,000 is in possession or control of any third party or (B) Inventory and Equipment in the aggregate amount in excess of $5,000,0000 is in the possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining shall use its commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the such Inventory and/or Equipment and Inventory (as applicable) for the benefit of the Collateral Agent; and
(viv) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 1,000,000 individually or $5,000,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep or garage the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in in, or in-transit between or to, the locations specified on Schedule 4.2 (as such schedule schedules may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached heretoCounterpart Agreement, together with all Supplements to Schedules thereto, at least thirty ten (3010) days prior to any change in locationslocations (or such shorter period of time as the Required Lenders may permit in their sole discretion), identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request in writing and (b) taken all actions reasonably necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) ; it shall keep correct and accurate records in all material respects of the Inventory, itemizing and describing the kind, type and quantity of Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in each case, in reasonable detail as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity in all material respects with GAAP;
(iiiii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;; and
(iviii) if any material Equipment or Inventory is in possession or control of any third party, each Grantor Grantor, at the written request of the Required Lenders, shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Danimer Scientific, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) ), other than Equipment and Inventory disposed of in accordance with the Credit Agreement, unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable reasonably requested by Collateral Agent to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by similarly situated Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and or Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and and/or Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, the applicable Grantor shall (A) provide information with respect to any such Equipment in excess of $100,000 individually or $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such applications, certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyor other documents.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented concurrently with delivering quarterly financials pursuant to Section 18(s)(ii) of the Facilities Agreement) other than Equipment and Inventory that is (A) in transit in the ordinary course of business, (B) removed from time to timeany such locations for repair or upkeep in the ordinary course of business or (C) kept at any location or locations where, combined with all other Equipment and Inventory at such location(s), the value of such Equipment and Inventory does not exceed $150,000 in value in the aggregate, unless it shall have (a) notified the Collateral Administrative Agent in writing, by executing and delivering to the Collateral Administrative Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty 15 days (30or such shorter period acceptable to Administrative Agent) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Administrative Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Administrative Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods Equipment or Inventory, as applicable, evidenced therefor or the Collateral Administrative Agent;; and
(iv) if any Equipment or Inventory is in possession or control of any third party, other than Equipment and Inventory that is (A) in transit in the ordinary course of business, (B) removed from any such locations for repair or upkeep in the ordinary course of business or (C) kept at any location or locations where, combined with all other Equipment and Inventory at such location(s), the value of such Equipment and Inventory does not exceed $150,000 in value in the aggregate, each Grantor shall join with the Collateral Administrative Agent in notifying the third party of the Collateral Administrative Agent’s security interest and use its commercially reasonable efforts in obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Administrative Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Better Choice Co Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall use commercially reasonable efforts to prevent the Equipment and Inventory from becoming an accession to any real property or from becoming a fixture to any real property unless perfected security interests having the priority described herein and in the Intercreditor Agreement have been granted to the Collateral Agent and rank senior to the Liens (if any) of all Persons (other than the Revolving Credit Facility Collateral Agent) in such real property;
(iii) it shall keep correct and accurate records of the Inventory, itemizing and describing the kind, type and quantity of Inventory, such Grantor's cost therefor and (where applicable) the current list prices for the Inventory, in each case, in reasonable detail as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iiiiv) it shall, at the reasonable request of the Collateral Agent, mark, or otherwise take appropriate steps to identify, the Inventory xxx Equipment located in Canada and any Document in respect thereof to indicate clearly that it is subject to the security interests granted therein;
(v) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor therefore, the Collateral Agent or the Collateral Revolving Credit Facility Agent, as applicable;
(ivvi) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(vvii) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) in the case of vehicles having a value of $100,000 in the aggregate (unless an Event of Default shall have occurred and be continuing, in which case, all vehicles), execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iiiii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or Agent;
(iii) it shall not return any of its Inventory to a supplier or vendor thereof, or any other Person, whether for cash, credit against future purchases or then existing payables, or otherwise, unless (i) such return is in the Collateral Agentordinary course of business of such Grantor and such Person; (ii) no Default or Event of Default exists or would result therefrom; (iii) the return of such Inventory will not result in an Out-of-Formula Condition under the Credit Agreement; (iv) such Grantor promptly notifies Agent thereof if the aggregate value of all Inventory returned in any month exceeds $250,000; and (v) any payments received by such Grantor in connection with any such return are promptly turned over to Agent for application to the Secured Obligations;
(iv) if it shall not acquire or accept Inventory on consignment or approval unless the aggregate value of such Inventory on hand at any Equipment or time is less than $250,000 and such Inventory is reflected as ineligible in possession or control the most recently delivered Borrowing Base Certificate, and will use its best efforts to insure that all Inventory that is produced in the United States of any third party, each Grantor shall join America will be produced in accordance with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; andFair Labor Standards Act, as amended;
(v) with respect it shall not sell Inventory to any item customer on approval or any other basis upon which the customer has a right to return or obligates any Grantor to repurchase such Inventory unless the aggregate value of Equipment which such Inventory at any time is covered by a certificate of title under a statute less than $250,000 and such Inventory is reflected as ineligible in the most recently delivered Borrowing Base Certificate;
(vi) it shall produce, use, store and maintain all Inventory with all reasonable care and caution in accordance with applicable standards of any jurisdiction under insurance and in conformity with applicable law (including the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request requirements of the Collateral AgentFair Labor Standards Act, as amended) and will maintain current rent payments (Awithin applicable grace periods provided for in leases) provide information with respect to at all locations at which any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles Inventory is maintained or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.stored;
Appears in 1 contract
Samples: Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory having a value in excess of $250,000 in the aggregate is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and use its reasonable best efforts in obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) Agent execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) and, upon the reasonable request of the Collateral Agent, deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (American Reprographics CO)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) subject to the limitations set forth in the Credit Agreement or otherwise set forth herein, it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in each case included in the Collateral (other than (A) mobile equipment in the possession of such Grantors employees or agents, (B) Equipment or Inventory in transit to, from or between the locations listed on Schedule 4.2 (as such schedule may be amended or supplemented from time to time), (C) assets disposed of in connection with dispositions permitted under the Credit Agreement or (D) assets located at locations containing Collateral with a fair market value of less than $500,000 in the aggregate) in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (ax) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty ten (3010) days prior to any change in locations, identifying such new locations (which shall be located in the United States) and providing such other information in connection therewith as the Collateral Agent may reasonably request and (by) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing covering any Equipment and or Inventory to any Person other than the issuer of such Document (or any agent thereof) to claim the Goods evidenced therefor or the Collateral AgentAgent or the holder of any Permitted Priority Lien;
(iv) if any Equipment (other than any motor vehicles) or Inventory is in possession or control of any third partyparty at a location containing inventory and equipment not acquired with Indebtedness permitted under the Credit Agreement, with a fair market value in excess of $300,000, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining shall use commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.;
Appears in 1 contract
Samples: Pledge and Security Agreement (AvidXchange Holdings, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory with a fair market value in excess of $100,000 (other than (i) Inventory temporarily held by vendors or other third parties for storage, reprocessing or otherwise to have value added, (ii) Equipment moved for repair or refurbishment, and (iii) Equipment or Inventory in transit in the ordinary course of business) in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writingwriting of such change, and by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty within (30) days prior to of any change in locationslocations (or such longer period as reasonably agreed to by Collateral Agent), identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable reasonably requested by Collateral Agent to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons itemizing and describing the kind, type and quantity of established reputation engaged Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in similar businesseach case, in reasonable detail and in any event in conformity with GAAPall material respects;
(iii) it shall not deliver any Document evidencing any Equipment and or Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or therefor, Collateral Agent or, subject to the Collateral terms of the Intercreditor Agreement, the ABL Agent;
(iv) if any Equipment or Inventory with an aggregate fair market value of $100,000 is in possession or control of any third party, at the reasonable request of the Collateral Agent and following the occurrence and during the continuation of an Event of Default, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agentinterest; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a GS / Landec – Pledge and Security Agreement security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, the applicable Grantor shall (A) provide information with respect to any such Equipment with a fair market value in excess of $250,000 in the aggregate100,000 individually, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such applications, certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyor other documents.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any such Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) promptly notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining use commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 individually or $500,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time), other than Equipment and Inventory having a book value (at any one location) of less than $25,000 individually and $100,000 in the aggregate, and Equipment that is out for repair or in transit in the ordinary course of business, unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions reasonably necessary or advisable that the Collateral Agent may reasonably request to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, itemizing and describing the kind, type and quantity of Inventory, such Grantor's cost therefor and (where applicable) the current list prices for the Inventory, in each case, in reasonable detail as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (Aa) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (Bb) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (Cc) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Financing Agreement (Model N, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it such Grantor shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory (other than Equipment and Inventory having a value not to exceed $100,000 at any location or $1,000,000 in the aggregate) in the locations specified on Schedule 4.2 II (as such schedule may be amended or supplemented from time to time) unless it such Grantor shall have (a) notified the Collateral Administrative Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to writing promptly after any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Administrative Agent may reasonably request and request, (b) taken all action necessary or reasonably requested with respect to such Equipment or Inventory required to be compliance with clause (ii) of this Section 4.2(b) and (c) delivered to the Administrative Agent a Collateral Access Agreement for each such new location to the extent required by the Credit Agreement;
(ii) such Grantor shall take all actions necessary or advisable reasonably requested by the Administrative Agent to maintain the continuous validity, perfection and the same or better priority of the Collateral Administrative Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Administrative Agent to exercise and enforce its such Grantor’s rights and remedies hereunder, with respect to such Equipment and Inventory;
(iiiii) it such Grantor shall keep records of the Inventory that are correct and accurate records in all material respects so as to permit reporting required by Section 5.01(h) of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAPCredit Agreement;
(iiiiv) it subject to the terms, conditions and restrictions in the Intercreditor Agreement, such Grantor shall not deliver any Document evidencing Evidencing any Equipment and Inventory Goods in excess of $1,000,000 in the aggregate to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Administrative Agent;
(ivv) if any Equipment or Inventory is in possession or control of any third party, each including, without limitation, any warehouseman, bailee or agent, such Grantor shall join with the Collateral Administrative Agent in notifying the third party of the Collateral Administrative Agent’s security interest and, subject to the terms, conditions and obtaining an restrictions in the Intercreditor Agreement, using commercially reasonable efforts (A) to obtain a Bailee Agreement or other Authenticated acknowledgment from the such third party that it such Grantor is holding the Equipment and Inventory for the benefit of the Collateral Administrative Agent, or (B), if unavailable, to enter into other arrangements satisfactory to the Administrative Agent to protect the interest of the Administrative Agent in such Equipment or Inventory; and
(vvi) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Administrative Agent, (A) provide information with respect to any such Equipment in excess of $50,000 individually or $250,000 in the aggregate, aggregate and (B) at any time (I) when the Grantors have such Equipment with an aggregate value in excess of $2,000,000 or (II) during the continuance of an Event of Default, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of titletitle issued with respect to Equipment with the value referred to in clause (vi)(A) of this Section 4.2(b) in connection with the initial filings required under clause (vi)(B) in this Section 4.2(b), and (C) thereafter on or before the last day of each calendar quarter, deliver to the Collateral Administrative Agent copies of all such applications or other documents filed pursuant to clause (vi)(B) in this Section 4.2(b) during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Talecris Biotherapeutics Holdings Corp.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep (x) notify the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Revolving Collateral Agent in writingwriting annually and at such other times as the Revolving Collateral Agent may reasonably request (but in no event, so long as no Event of Default has occurred and is then continuing, more than two times per Fiscal Year) by executing and delivering to the Revolving Collateral Agent a completed Pledge Supplementthe annual collateral verification required by Section 5.1(p) of the Revolving Credit Agreement or an amendment or supplement to Schedule 4.2, substantially in the form as applicable, of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locationslocation of any Equipment or Inventory or any Document evidencing any Equipment or Inventory, identifying such new locations and providing such other information in connection therewith as the Revolving Collateral Agent may reasonably request and (by) taken take all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Revolving Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Revolving Collateral Agent to exercise and enforce its rights and remedies hereunderhereunder (subject to the terms of the Intercreditor Agreement), with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than (x) the issuer of such Document to claim the Goods evidenced therefor or therefor, (y) the Revolving Collateral Agent and (z) with respect to Equipment prior to the Discharge of Term Obligations, the Term Collateral Agent;
(iv) if any Equipment or Inventory in excess of $200,000, individually, or $2,000,000 in the aggregate, is in possession or control of any third partyparty (other than, prior to the Discharge of Term Obligations, Equipment in the possession of the Term Collateral Agent), each Grantor shall join with the Collateral Agent in notifying notify the third party of the Revolving Collateral Agent’s security interest therein and use its commercially reasonable efforts in obtaining an acknowledgment from the third party that it is holding the such Equipment and Inventory for the benefit of the Revolving Collateral Agent; and
(v) with respect to it shall notify the Revolving Collateral Agent promptly and in any item of Equipment which is covered by a certificate of title under a statute event within thirty (30) days of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Inventory or Equipment in excess of $250,000 200,000 individually or $2,000,000 in the aggregateaggregate that is or comes into the possession of an issuer of a negotiable document of title (as defined in Section 7-104 of the UCC) therefor, and shall, at the request of the Revolving Collateral Agent (B) execute and file in accordance with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication terms of the security interest created hereunder on Intercreditor Agreement), deliver any negotiable document of title evidencing or governing such certificate Inventory or Equipment to the Revolving Collateral Agent, or establish the Revolving Collateral Agent’s control over any electronic negotiable documents of title; provided, and (C) deliver however, that prior to the Discharge of Term Obligations such Grantor may satisfy this requirement with respect to negotiable documents of title relating to Equipment by causing the Term Collateral Agent copies of all such applications to obtain possession or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebycontrol thereof.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.)
Covenants and Agreements. Each Grantor The Company covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 in its Perfection Certificate (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Administrative Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing landlords' and mortgagees' waivers and consents with respect to such new location and such other information in connection therewith as the Collateral Administrative Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Administrative Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep records (which shall be correct and accurate records in all material respects) of the Inventory, as is customarily maintained under similar circumstances by Persons itemizing and describing the kind, type and quantity of established reputation engaged Inventory, the Company's cost therefor and (where applicable) the current list prices for the Inventory, in similar businesseach case, and in any event in conformity with GAAPreasonable detail;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than (x) the issuer of such Document to claim the Goods goods evidenced therefor thereby or (y) the Collateral Administrative Agent;
(iv) if any Equipment or Inventory is in possession or control of any one or more third partyparties, each Grantor including, without limitation, any warehouseman, bailee or agent, the Company shall join with the Collateral Administrative Agent in notifying the such third party parties of the Collateral Administrative Agent’s 's security interest and obtaining an acknowledgment (authenticated in accordance with the UCC) from the such third party parties that it is holding the Equipment and Inventory for the benefit of the Collateral AgentAdministrative Agent and will act upon the instructions of the Administrative Agent without further consent from any Company or any other Person; and
(vprovided that, unless otherwise requested by the Administrative Agent acting on the instructions of the Majority Lenders this Section 5.2(b)(iv) shall not be applicable with respect to any item of Equipment which is covered by a certificate of title under a statute and Inventory in possession or control of any jurisdiction under the law one or more third parties with a value of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of less than $250,000 500,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.; and
Appears in 1 contract
Samples: Credit Agreement (Applied Extrusion Technologies Inc /De)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 3.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iviii) if any Equipment or Inventory third party is in possession or control of any third partyEquipment or Inventory, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(viv) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 100,000 individually or $1,000,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(iA) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty ten (3010) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(iiB) it shall keep correct and accurate records of the Inventory, itemizing and describing the kind, type and quantity of Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in each case, in reasonable detail as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iiiC) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;; *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(ivD) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and use commercially reasonable efforts in obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(vE) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral AgentAgent after an Event of Default, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Obligations (other than unmatured contingent obligations) and the expiration or termination of all Hedge Agreements:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 50,000 individually or $500,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Day International Group Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent Trustee in writing, by executing and delivering to the Collateral Agent Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent Trustee may reasonably request and (b) taken all actions reasonably necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s Trustee's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder, with respect to such the Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral AgentTrustee;
(iviii) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent Trustee in notifying the third party of the Collateral Agent’s Trustee's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral AgentTrustee; and
(viv) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral AgentTrustee, (A) provide information with respect to any such Equipment in excess of $250,000 100,000 individually or $500,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent Trustee copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Belden & Blake Corp /Oh/)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the material portion of the Equipment, Inventory and any Documents evidencing any such Equipment and Inventory in the locations specified on Schedule 4.2 4.02 (as such schedule may be amended or supplemented from time to time), except for Equipment and Inventory in transit, Equipment absent for repair and replacement in the ordinary course of business Equipment on loan to customers and employees in the ordinary course of business, Equipment in temporary storage at work sites in the ordinary course of business, Inventory sent to third party processors and Inventory having an aggregate value of less than $500,000 in the aggregate at any one time (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions reasonably necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest interests in the Collateral (other than Collateral in which a security interest cannot be perfected under the UCC or other applicable law) intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory, including obtaining the acknowledgements referred to in clause (iv) below;
(ii) it shall keep correct and accurate records of the Inventory, in reasonable detail as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory in excess of $500,000 in the aggregate is in possession or control of any third partyparty (except for Equipment and Inventory in transit, Equipment absent for repair and replacement in the ordinary course of business, Equipment on loan to customers and employees in the ordinary course of business, Equipment in temporary storage at work sites in the ordinary course of business, and Inventory sent to third party processors), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest interests and obtaining use its commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral AgentAgent (except for Equipment and Inventory in transit, Equipment absent for repair and replacement in the ordinary course of business and Inventory sent to third party processors in the ordinary course of business); and
(viv) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $100,000 individually or $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest interests created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tumi Holdings, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any such Equipment and Inventory (other than shipped assets and goods in transit) included in the Collateral in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days writing prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all any actions necessary or advisable reasonably requested by the Collateral Agent to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, hereby with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged Inventory in similar business, and in any event in conformity with GAAPall material respects;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral AgentAgent (or the First Lien Collateral Agent pursuant to the First Lien Security Documents);
(iv) if more than $250,000 in value of any Equipment or Inventory (other than shipped assets and goods in transit) is in possession or control of any third partyparty (other than the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents) or held at a location that is subject to a lease or license of space to any Grantor (including a collocation agreement or warehouse agreement), it shall promptly notify the Collateral Agent and, if reasonably requested by the Collateral Agent, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment shall obtain a Collateral Access Agreement from the such third party that it is holding the with respect to such Equipment and Inventory for the benefit of the Collateral Agent; provided, that a Collateral Access Agreement shall not be required for any such location, involving a third party who is not a party to another then-existing Collateral Access Agreement if the value of Equipment and Inventory at such location is less than $500,000 unless the aggregate amount of all such locations for which a Collateral Access Agreement is not required exceeds $1,000,000; and
(v) with respect to any item of Equipment with a book value in excess of $250,000 individually, which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) subject to the terms of the First Lien Security Documents, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Vonage Holdings Corp)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 II hereto (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and to the extent required by the Credit Agreement providing Landlord's Waivers and Consents with respect to such new location and such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons itemizing and describing the kind, type and quantity of established reputation engaged Inventory, such Grantor's cost therefor and (where applicable) the current list prices for the Inventory, in similar businesseach case, and in any event in conformity with GAAPreasonable detail;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory Evidencing Goods to any Person other than (x) the issuer of such Document to claim the Goods evidenced therefor or (y) the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any one or more third partyparties, each including, without limitation, any warehouseman, bailee or agent, such Grantor shall join with the Collateral Agent in notifying the such third party parties of the Collateral Agent’s 's security interest and obtaining an Authenticated acknowledgment from the such third party parties that it is holding the Equipment and Inventory for the benefit of the Collateral AgentAgent and will act upon the instructions of the Agent without further consent from any Grantor or any other Person; provided, however, that this Section 4.2(b)(iv) shall not be applicable with respect to Equipment and Inventory in possession or control of any one or more third parties with a value of less than $750,000 in the aggregate; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in and the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Secured Obligations and termination of all Commitments:
(i) except for the security interest created by this Agreement, it shall keep not create or suffer to exist any Lien upon or with respect to any of the EquipmentCollateral, Inventory except Permitted Encumbrances, and such Grantor shall defend the Collateral against all Persons at any Documents evidencing time claiming any Equipment and Inventory interest therein;
(ii) it shall not produce, use or permit any Collateral to be used (A) in violation of any provision of this Agreement or (B) except as could not reasonably be expected to result in a Material Impairment, unlawfully or in material violation of any applicable material statute, regulation or ordinance or any policy of insurance covering the locations specified on Schedule 4.2 Collateral;
(as such schedule may be amended iii) it shall not change its name, type of organization, jurisdiction of organization, Federal Taxpayer Identification Number or supplemented from time to timecorporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) unless it shall have (aA) notified promptly after such change or establishment notify the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to of any such change in locationsor establishment, identifying such new locations proposed name, jurisdiction of organization, Federal Taxpayer Identification Number or corporate structure and providing the Collateral Agent with copies of any relevant filings and such other information in connection therewith as the Collateral Agent may reasonably request and (bB) taken take all actions necessary or advisable advisable, in the reasonable judgment NY12534:167338.25 of Collateral Agent, to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment to the extent required by the Credit Agreement, it shall pay promptly when due all property and other taxes, assessments and governmental charges or Inventory levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; andgood faith;
(v) with respect to it shall not sell, transfer or assign (by operation of law or otherwise) any item of Equipment which is covered by a certificate of title Collateral except as permitted under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request Section 9.04 of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.Credit Agreement; and
Appears in 1 contract
Samples: Pledge and Security Agreement (Oppenheimer Holdings Inc)
Covenants and Agreements. Each Grantor hereby covenants and agrees with the Joint Collateral Agent and each other Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all Outstanding Letters of Credit that:
(i) it shall keep the with respect to any Equipment, Inventory and any Documents evidencing any Equipment and Inventory in excess of $300,000 individually or $2,000,000 in the locations aggregate, it shall keep such Equipment, Inventory and any Documents evidencing any Equipment and Inventory at any location specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) (whether or not listed under such Grantor's name) unless it shall have (a) notified the Joint Collateral Agent in writing, by executing and delivering to the Joint Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Joint Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Joint Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Joint Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Joint Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Joint Collateral Agent in notifying the third party of the Joint Collateral Agent’s 's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Joint Collateral Agent; and
(v) with respect to any item of Equipment owned by such Grantor which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, thereof (A) provide information with respect to any such Equipment in excess of $250,000 300,000 individually or $2,000,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, title and (C) deliver to the Joint Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Mariner Health Care Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the material portion of the Equipment, Inventory and any Documents evidencing any such Equipment and Inventory in the locations specified on Schedule 4.2 4.02 (as such schedule may be amended or supplemented from time to time), except for Equipment and Inventory in transit, Equipment absent for repair and replacement in the ordinary course of business Equipment on loan to customers and employees in the ordinary course of business, Equipment in temporary storage at work sites in the ordinary course of business, Inventory sent to third party processors and Inventory having an aggregate value of less than $500,000 in the aggregate at any one time (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions reasonably necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest interests in the Collateral (other than Collateral in which a security interest cannot be perfected under the UCC or other applicable law) intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory, including obtaining the acknowledgements referred to in clause (iv) below;
(ii) it shall keep correct and accurate records of the Inventory, in reasonable detail as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory in excess of $500,000 in the aggregate is in possession or control of any third partyparty (except for Equipment and Inventory in transit, Equipment absent for repair and replacement in the ordinary course of business, Equipment on loan to customers and employees in the ordinary course of business, Equipment in temporary storage at work sites in the ordinary course of business, and Inventory sent to third party processors), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest interests and obtaining use its commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral AgentAgent (provided that such notification requirement shall not apply to Equipment and Inventory in transit, Equipment absent for repair and replacement in the ordinary course of business and Inventory sent to third party processors in the ordinary course of business); and
(viv) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $100,000 individually or $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest interests created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tumi Holdings, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall notify Collateral Agent in writing, by executing and delivering to Collateral Agent, no less often than quarterly at the time that a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Credit Agreement, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all applicable Supplements to Schedules thereto, in the event there has been any change in the locations specified on Schedule 4.2 with respect to such Equipment, Inventory and Documents, identifying such new locations and providing such other information in connection therewith as Collateral Agent may reasonably request;
(iii) it shall keep correct and accurate records in all material respects of the Inventory, Inventory as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event sufficient to prepare financial statements in conformity accordance with GAAP;
(iiiiv) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or Collateral Agent (subject to the Collateral Agentterms of the Intercreditor Agreement to the extent then in effect);
(ivv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(vvi) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, Inventory as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAPGAAP ;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 25,000 individually or $100,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (X Rite Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor therefor, the First Lien Collateral Agent or the Collateral AgentAgent in accordance with the Intercreditor Agreement;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 2,500,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Arizona Chemical Ltd.)
Covenants and Agreements. Each Grantor covenants 7.1. TRANSFER OF A&G INVESTMENTS ASSETS. ---------------------------------- Concurrently with the Closing the Sellers shall cause A&G to sell, transfer, convey and agrees that:
assign to ICI all right, title and interest of A&G in, to and under those assets, properties and rights listed on SCHEDULE 7.1 and the ------------ agreements listed as items 1.b. and 1.c. on SCHEDULE 5.3 (i) it shall keep collectively, the Equipment"A&G ------------ --- Assigned Leases"), Inventory in consideration of the payment by ICI to A&G of $398,535 by --------------- wire transfer of immediately available funds at the Closing and any Documents evidencing any Equipment in consideration of ICI's assumption of A&G's obligations under the A&G Assigned Leases, free and Inventory in clear of all Encumbrances (other than the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writingA&G Assigned Leases, by executing and delivering to the Collateral Agent extent any of the same constitute an encumbrance on the equipment leased or sold thereunder), pursuant to a completed Pledge Supplement, substantially xxxx of sale in the form attached hereto as EXHIBIT ------- H-1 (the "A&G Xxxx of Exhibit A Sale"), and, in the case each of the A&G Assigned Leases, --- ---------------- an Assignment and Assumption Agreement in the form attached heretohereto as EXHIBIT H- --------- 2 (collectively, together with all Supplements to Schedules theretothe "A&G Assignment Agreements") (provided that, at least thirty in the case of - ------------------------- such item 1.b. (30) days the "TIP Lease"), in the event the consent of the vendor or --------- lessor thereunder is not obtained prior to any change the Closing then from and after the Closing, the Sellers shall use their commercially reasonable efforts to obtain such consent after the Closing, and the Purchaser shall cooperate in locations, identifying such new locations and providing such other information all commercially reasonable respects in connection therewith as therewith, and unless and until such consent is obtained, the Collateral Agent may reasonably request and (b) taken Sellers shall cause A&G to provide to the Companies all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
benefits thereunder (ii) it shall keep correct and accurate records including use of the Inventory, as is customarily maintained under similar circumstances equipment leased or sold thereunder) including enforcement by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory A&G for the benefit of the Collateral Agent; and
(v) with respect to any item Companies of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of titleA&G's rights thereunder, and (C) deliver the Companies shall pay, or reimburse A&G for, all rent and other charges due and payable to vendor or the Collateral Agent copies lessor thereunder and shall otherwise perform the obligations of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyA&G thereunder).
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining using commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment having a value in excess of $50,000 which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, it shall, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Mortons Restaurant Group Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) other than Equipment and Inventory in any one location with a value of less than $1,000,000 unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records upon the reasonable request of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) , if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(viii) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 individually or $1,000,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Kraton Polymers LLC)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 hereto (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, Supplement together with all Supplements supplements to Schedules schedules thereto, at least thirty fifteen (3015) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, Inventory as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing the ownership of any Equipment and Inventory to any Person other than the issuer of such Document to claim Americas 91413044 18 the Goods evidenced therefor or the Collateral Agent;, other than in connection with sales of Equipment or Inventory as permitted by the Indenture; and
(iv) if any Equipment or Inventory is in possession or control of any third partyparty other than pursuant to a transfer or disposition permitted under the Indenture, each Grantor shall join with assist the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Xerium Technologies Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any such Equipment and Inventory (other than shipped assets and goods in transit) included in the Collateral in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days writing prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all any actions necessary or advisable reasonably requested by the Collateral Agent to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, hereby with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged Inventory in similar business, and in any event in conformity with GAAPall material respects;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if more than $250,000 in value of any Equipment or Inventory (other than shipped assets and goods in transit) is in possession or control of any third partyparty or held at a location that is subject to a lease or license of space to any Grantor (including a collocation agreement or warehouse agreement), it shall promptly notify the Collateral Agent and, if reasonably requested by the Collateral Agent, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment shall obtain a Collateral Access Agreement from the such third party that it is holding the with respect to such Equipment and Inventory for the benefit of the Collateral Agent; provided, that a Collateral Access Agreement shall not be required for any such location, involving a third party who is not a party to another then-existing Collateral Access Agreement if the value of Equipment and Inventory at such location is less than $500,000 unless the aggregate amount of all such locations for which a Collateral Access Agreement is not required exceeds $1,000,000; and
(v) with respect to any item of Equipment with a book value in excess of $250,000 individually, which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (Vonage Holdings Corp)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i1) it such Grantor shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) II hereto unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, writing at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii2) it such Grantor shall keep correct and accurate records of the Inventory, including, without limitation, itemizing and describing the kind, type and quantity of such Inventory, such Grantor's cost therefor and, where applicable, the current list prices for such Inventory and such other information as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAPgenerally accepted accounting principles;
(iii3) it such Grantor shall not deliver any Document evidencing any Equipment and Inventory Evidencing Goods to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv4) if any Equipment or Inventory is in possession or control of any third party, each including, without limitation, any warehouseman, bailee or agent, Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining an Authenticated acknowledgment from the such third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v5) with respect to any item of Equipment which is covered by a certificate of title Title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title Title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and the Inventory (if any) included in the Collateral in the locations specified on Schedule 4.2 II (as such schedule may be amended or supplemented from time to timetime in connection with the delivery of a Pledge Supplement hereunder) or otherwise disclosed as required by Section 5.01(h) of the Credit Agreement unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached heretoAnnex I, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and request; provided that the foregoing shall not restrict (bi) movement of Equipment for repairs in the ordinary course of business or (ii) movement of Collateral with an aggregate value of less than $500,000;
(ii) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(iiiii) to the extent any Inventory is included in the Collateral, it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances such Inventory in a manner sufficient to allow for timely delivery of Borrowing Base Certificates and inventory reports required by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party Section 5.01 of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral AgentCredit Agreement; and
(viv) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 individually or $1,000,000 in the aggregate, (B) execute assist the Collateral Agent with the execution and file filing with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title and take any other actions reasonably requested by the Collateral Agent in connection with noting or otherwise indicating the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Progress Rail Services, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to timeA) unless it shall have (a) notified notify the Collateral Agent in writing, contemporaneously with the delivery of the annual financial statements under
Section 5.1 (c) of the Credit Agreement and at such other times as the Collateral Agent may reasonably request by executing and delivering to the Collateral Agent a completed Pledge Supplementthe annual collateral verification required by Section 5.1(o) of the Credit Agreement or an amendment or supplement to Schedule 4.2, substantially in the form as applicable, of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations Document evidencing any Equipment and providing such other information in connection therewith as the Collateral Agent may reasonably request Inventory and (bB) taken take all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Document, Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory (other than Inventory covered by clause (viii)) with a value in excess of $600,000 individually or $5,000,000 in the aggregate is in possession or control of any third partyparty for a period of more than 30 days, each Grantor shall notify the Collateral Agent thereof no later than the next Quarterly Reporting Date and thereafter, upon reasonable request by the Collateral Agent, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining use commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; andprovided that such notification and acknowledgment shall not be required to the extent prohibited by a bona fide Contractual Obligation of such Grantor and such Contractual Obligation was not entered into in contemplation of these requirements;
(v) with respect to any item of Equipment in excess of $600,000 individually or $5,000,000 in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby;
(vi) it shall notify the Collateral Agent no later than the next Quarterly Reporting Date of any Inventory or Equipment in excess of $600,000 individually or $5,000,000 in the aggregate coming in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor;
(vii) any Goods produced by any Grantor included in the Collateral shall be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended; and
(viii) if any Inventory in excess of $10,000,000 in the aggregate with respect to any one customer of a Grantor or $25,000,000 in the aggregate with respect to all customers of the Grantors is held by such customer or customers pursuant to a consignment or sale or return arrangement, promptly notify the Collateral Agent of such arrangement and to the extent requested by the Collateral Agent, take such actions as are necessary to perfect the Grantor’s Lien on such Inventory.
Appears in 1 contract
Samples: Pledge and Security Agreement (Easton-Bell Sports, Inc.)
Covenants and Agreements. Each Grantor hereby covenants and agrees with the Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent Secured Party in writing, by executing and delivering to the Collateral Agent Secured Party a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent Secured Party may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s Secured Party's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, itemizing and describing the kind, type and quantity of Inventory, such Grantor's cost therefor and (where applicable) the current list prices for the Inventory, in each case, in reasonable detail, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral AgentSecured Party;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent Secured Party in notifying the third party of the Collateral Agent’s Secured Party's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral AgentSecured Party; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, thereof (A) provide information with respect to any such Equipment in excess of $250,000 100,000 individually or $1,000,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent Secured Party copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Atlantic Coast Entertainment Holdings Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified notify the Collateral Agent in writing, annually and at such other times as the Collateral Agent may reasonably request by executing and delivering to the Collateral Agent a completed Pledge Supplementthe annual collateral verification required by Section 5.1(o) of the Credit Agreement or an amendment or supplement to Schedule 4.2, substantially in the form as applicable, of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locationslocation of where it keeps the Equipment, Inventory and any Document evidencing any Equipment and Inventory, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken take all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment in excess of $100,000 individually or $1,000,000 in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby; and
(v) it shall notify the Collateral Agent promptly and in any event within thirty (30) days of any Inventory or Equipment in excess of $100,000 individually or $1,000,000 in the aggregate coming in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor.
Appears in 1 contract
Samples: Pledge and Security Agreement (American Achievement Corp)
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(i) it shall keep and maintain at its own cost and expense satisfactory and complete records of the EquipmentCollateral Receivables, Inventory including, but not limited to, the originals of all documentation with respect to all Collateral Receivables and any Documents evidencing any Equipment records of all payments received and Inventory all credits granted on the Collateral Receivables, all merchandise returned and all other dealings therewith;
(ii) unless otherwise agreed upon by the Security Agent, it shall xxxx conspicuously, in form and manner reasonably satisfactory to the Security Agent, all Chattel Paper included in the locations specified on Schedule 4.2 Collateral, Instruments (other than checks) in excess of $5 million individually included in the Collateral and other evidence of Collateral Receivables in excess of $5 million individually (other than any delivered to the Security Agent as such schedule may be amended or supplemented from time provided herein), as well as the Collateral Receivables Records with an appropriate reference to timethe fact that the Security Agent has a security interest therein;
(iii) unless it shall have (a) notified the Collateral Agent perform in writing, by executing and delivering all material respects all of its obligations with respect to the Collateral Agent a completed Pledge SupplementReceivables;
(iv) it shall not amend, substantially modify, terminate or waive any provision of any Collateral Receivable in any manner which in the form good faith judgment of Exhibit A attached hereto, together with all Supplements Grantor could reasonably be expected to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as have a material adverse effect on the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority value of the Collateral Receivables or a substantial portion thereof Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof or with the consent of the Security Agent, and except as otherwise provided in subsection (v) below, following and during the continuance of an Event of Default, Grantor shall not (w) grant any extension or renewal of the time of payment of any Collateral Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Collateral Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof or (z) allow any credit or discount thereon;
(v) except as otherwise provided in this subsection, Grantor shall use commercially reasonable efforts to collect all amounts due or to become due to Grantor under the Collateral Receivables and any Supporting Obligation included in the Collateral and diligently exercise each material right it may have under any Collateral Receivable, any Supporting Obligation included in the Collateral or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, Grantor shall take such action as Grantor may deem necessary or advisable. Notwithstanding the foregoing, the Security Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require Grantor to notify, any Account Debtor of the Security Agent’s security interest in the Collateral intended Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Security Agent may: (1) direct the Account Debtors under any Collateral Receivables to be granted and agreed make payment of all amounts due or to herebybecome due to Grantor thereunder directly to the Security Agent; (2) notify, or require Grantor to enable notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Collateral Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Security Agent; and (3) enforce, at the expense of Grantor, collection of any such Collateral Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. If the Security Agent notifies Grantor that it has elected to collect the Collateral Agent to exercise and enforce its rights and remedies hereunderReceivables in accordance with the preceding sentence, with respect to such Equipment and Inventory;
any payments of Collateral Receivables received by Grantor shall be forthwith (ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event within two (2) Business Days) deposited by Grantor in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment the exact form received, duly indorsed by Grantor to the Security Agent if required, in a Collateral Account maintained under the sole dominion and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third partythe Security Agent, each and until so turned over, all amounts and proceeds (including checks and other instruments) received by Grantor shall join with the Collateral Agent in notifying the third party respect of the Collateral Agent’s security interest and obtaining an acknowledgment from Receivables, any Supporting Obligation included in the third party that it is holding the Equipment and Inventory Collateral or Collateral Support shall be received in trust for the benefit of the Security Agent hereunder and shall be segregated from other funds of Grantor and Grantor shall not adjust, settle or compromise the amount or payment of any Collateral AgentReceivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and
(vvi) with respect it shall use its commercially reasonable efforts to keep in full force and effect any material Supporting Obligation included in the Collateral or Collateral Support relating to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyReceivable.
Appears in 1 contract
Samples: Loans Pledge and Security Agreement (Altice USA, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees thatthat until payment in full of all Obligations (other than unmatured contingent obligations), the cancellation or termination of all Commitments, the expiration or termination of the Swap Agreement, all Hedge Agreements and all agreements for Specified Secured Hedge Indebtedness and the cancellation or expiration of all outstanding Letters of Credit:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory with a book value in excess of $5,000,000 in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions actions, if any, necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iviii) if any Equipment or Inventory in the amount in excess of $5,000,000 is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining shall use its commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the such Equipment and Inventory for the benefit of the Collateral Agent; and
(viv) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 1,000,000 individually or $5,000,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (CVR Energy Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any such Equipment and Inventory (other than shipped assets and goods in transit) included in the Collateral in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days writing prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all any actions necessary or advisable reasonably requested by the Collateral Agent to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, hereby with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged Inventory in similar business, and in any event in conformity with GAAPall material respects;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral AgentAgent (or the First Lien Collateral Agent pursuant to the First Lien Security Documents or the Second Lien Collateral Agent pursuant to the Second Lien Security Documents);
(iv) if more than $250,000 in value of any Equipment or Inventory (other than shipped assets and goods in transit) is in possession or control of any third partyparty (other than the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents or the Second Lien Collateral Agent pursuant to and in accordance with the Second Lien Security Documents) or held at a location that is subject to a lease or license of space to any Grantor (including a collocation agreement or warehouse agreement), it shall promptly notify the Collateral Agent and, if reasonably requested by the Collateral Agent, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment shall obtain a Collateral Access Agreement from the such third party that it is holding the with respect to such Equipment and Inventory for the benefit of the Collateral Agent; provided, that a Collateral Access Agreement shall not be required for any such location, involving a third party who is not a party to another then-existing Collateral Access Agreement if the value of Equipment and Inventory at such location is less than $500,000 unless the aggregate amount of all such locations for which a Collateral Access Agreement is not required exceeds $1,000,000; and
(v) with respect to any item of Equipment with a book value in excess of $250,000 individually, which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) subject to the terms of the First Lien Security Documents and the Second Lien Security Documents, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Third Lien Pledge and Security Agreement (Vonage Holdings Corp)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep (x) notify the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Term Collateral Agent in writingwriting annually and at such other times as the Term Collateral Agent may reasonably request (but in no event, so long as no Event of Default has occurred and is then continuing, more than two times per Fiscal Year) by executing and delivering to the Term Collateral Agent a completed Pledge Supplementthe annual collateral verification required by Section 5.1(p) of the Term Loan Agreement or an amendment or supplement to Schedule 4.2, substantially in the form as applicable, of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locationslocation of any Equipment or Inventory or any Document evidencing any Equipment or Inventory, identifying such new locations and providing such other information in connection therewith as the Term Collateral Agent may reasonably request and (by) taken take all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Term Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Term Collateral Agent to exercise and enforce its rights and remedies hereunderhereunder (subject to the terms of the Intercreditor Agreement), with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than (x) the issuer of such Document to claim the Goods evidenced therefor or therefor, (y) the Term Collateral Agent and (z) with respect to Inventory prior to the Discharge of Revolving Obligations, the Revolving Collateral Agent;
(iv) if any Equipment or Inventory in excess of $200,000, individually, or $2,000,000 in the aggregate, is in possession or control of any third partyparty (other than, prior to the Discharge of Revolving Obligations, Inventory in the possession of the Revolving Collateral Agent), each Grantor shall join with the Collateral Agent in notifying notify the third party of the Term Collateral Agent’s security interest therein and use its commercially reasonable efforts in obtaining an acknowledgment from the third party that it is holding the such Equipment and Inventory for the benefit of the Term Collateral Agent; and
(v) with respect to it shall notify the Term Collateral Agent promptly and in any item of Equipment which is covered by a certificate of title under a statute event within thirty (30) days of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Inventory or Equipment in excess of $250,000 200,000 individually or $2,000,000 in the aggregateaggregate that is or comes into the possession of an issuer of a negotiable document of title (as defined in Section 7-104 of the UCC) therefor, and shall, at the request of the Term Collateral Agent (B) execute and file in accordance with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication terms of the security interest created hereunder on Intercreditor Agreement), deliver any negotiable document of title evidencing or governing such certificate Inventory or Equipment to the Term Collateral Agent, or establish the Term Collateral Agent’s control over any electronic negotiable documents of title; provided, and (C) deliver however, that prior to the Discharge of Revolving Obligations such Grantor may satisfy this requirement with respect to negotiable documents of title relating to Inventory by causing the Revolving Collateral Agent copies of all such applications to obtain possession or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebycontrol thereof.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall use commercially reasonable efforts to prevent the Equipment and Inventory from becoming an accession to any real property or from becoming a fixture to any real property unless perfected security interests having the priority described herein and in the Intercreditor Agreement have been granted to the Collateral Agent and rank senior to the Liens (if any) of all Persons (other than the Term Loan Facility Collateral Agent) in such real property;
(iii) it shall keep correct and accurate records of the Inventory, itemizing and describing the kind, type and quantity of Inventory, such Grantor's cost therefor and (where applicable) the current list prices for the Inventory, in each case, in reasonable detail as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iiiiv) it shall (a) conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by Administrative Agent when an Event of Default exists) and periodic cycle counts consistent with historical practices and (b) permit Administrative Agent to participate in and observe each physical inventory;
(v) it shall not return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business, (b) no Default, Event of Default or Overadvance exists or would result therefrom, (c) Administrative Agent is promptly notified if the aggregate Value of all Inventory returned in any month exceeds $50,000, and (d) any payment received by a Grantor for a return is promptly remitted to Administrative Agent for application to the Obligations;
(vi) it shall (a) not acquire or accept any Inventory on consignment or approval, (b) not sell any Inventory on consignment or approval or any other basis under which the customer may return or require such Grantor to repurchase such Inventory and (c) use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all applicable law;
(vii) it shall, at the reasonable request of the Collateral Agent, mark, or otherwise take appropriate steps to identify, the Invexxxxy and Equipment located in Canada and any Document in respect thereof to indicate clearly that it is subject to the security interests granted therein;
(viii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor therefor, the Collateral Agent or the Collateral Term Loan Facility Agent;
(ivix) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(vx) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) in the case of vehicles having a value of $100,000 in the aggregate (unless an Event of Default shall have occurred and be continuing, in which case, all vehicles), execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and other Goods, and any Documents evidencing any Equipment Equipment, Inventory and other Goods (other than Equipment, Inventory or other Goods having an aggregate value of less than $100,000) in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless such Equipment, Inventory or other Goods are in the possession or control of any third party or unless it shall have (a) notified the Collateral Agent in writingwriting (including by telecopy or other electronic means), by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty twenty (3020) days prior to any change in locationslocations (or such shorter period of time acceptable to the Collateral Agent), identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable reasonably requested by the Collateral Agent in consultation with the Lenders to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and InventoryEquipment, Inventory or other Goods;
(ii) it shall keep correct and accurate records in all material respects of the Inventory, as is customarily maintained under similar circumstances by Persons itemizing and describing the kind, type and quantity of established reputation engaged Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in similar businesseach case, and in any event in conformity with GAAPreasonable detail;
(iii) it will (a) conduct a physical count or a periodic cycle count of the Inventory at least once per Fiscal Year, and after and during the continuation of an Event of Default, at such other times as the Collateral Agent requests, (b) at its own expense, deliver to the Agents the results of each physical verification, which it has made, or has caused any other Person to make on their behalf, of all or any portion of its Inventory and (c) maintain a perpetual inventory reporting system at all times;
(iv) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;; and
(ivv) upon the reasonable request of the Collateral Agent, if any Equipment or Inventory with an aggregate value in excess of $100,000 is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and shall use commercially reasonable efforts in obtaining an acknowledgment from the third party that it is holding the such Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Dura Automotive Systems Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) other than Inventory and Equipment in transit or sold to customers in the ordinary course of business, it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless unless, with respect to any location at which Equipment or Inventory having a value in excess of $500,000 is located, it shall have (a) notified the Priority Lien Collateral Agent Trustee in writing, by executing and delivering to the Priority Lien Collateral Agent Trustee an Officer’s Certificate (as defined in the Collateral Trust Agreement), and a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty fifteen (3015) days prior to any change in locations, identifying such change in the location of and the new locations location of such Collateral, and providing such other information in connection therewith as the Priority Lien Collateral Agent Trustee may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Priority Lien Collateral AgentTrustee’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Priority Lien Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document (or to a shipper or freight forwarder acting on such Grantor’s behalf in the ordinary course of business) to claim the Goods evidenced therefor or the Priority Lien Collateral AgentTrustee;
(iv) if any Equipment or Inventory having a value in excess of (x) $500,000 in the case of Equipment or (y) 750,000 in the case of Inventory in the aggregate is in possession or control of any third partyparty (other than Equipment and Inventory in transit and customers purchasing inventory in the ordinary course of business), each Grantor shall join with the Priority Lien Collateral Agent Trustee in notifying the third party of the Priority Lien Collateral AgentTrustee’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Priority Lien Collateral AgentTrustee; and
(v) with respect to any item of Equipment having a value in excess of $100,000 individually or any items of Equipment having a value in excess of $500,000 in the aggregate, which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Priority Lien Collateral AgentTrustee, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Priority Lien Collateral Agent Trustee copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and other Goods, and any Documents evidencing any Equipment Equipment, Inventory and other Goods (other than Equipment, Inventory or other Goods having an aggregate value of less than $100,000 in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless such Equipment, Inventory or other Goods are in the possession or control of any third party or unless it shall have (a) notified the Collateral Agent in writingwriting (including by telecopy or other electronic means), by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty twenty (3020) days prior to any change in locationslocations (or such shorter period of time acceptable to the Collateral Agent), identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable reasonably requested by Collateral Agent to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and InventoryEquipment, Inventory or other Goods;
(ii) it shall keep correct and accurate records in all material respects of the Inventory, as is customarily maintained under similar circumstances by Persons itemizing and describing the kind, type and quantity of established reputation engaged Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in similar businesseach case, and in any event in conformity with GAAPreasonable detail;
(iii) it will (a) conduct a physical count or a periodic cycle count of the Inventory at least once per Fiscal Year, and after and during the continuation of an Event of Default, at such other times as the Collateral Agent requests, (b) at its own expense, deliver to the Agents the results of each physical verification, which it has made, or has caused any other Person to make on their behalf, of all or any portion of its Inventory and (c) maintain a perpetual inventory reporting system at all times;
(iv) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;; and
(ivv) upon the reasonable request of the Collateral Agent, if any Equipment or Inventory with an aggregate value in excess of $100,000 is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and shall use commercially reasonable efforts in obtaining an acknowledgment from the third party that it is holding the such Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Revolving Credit Agreement (Dura Automotive Systems Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep notify the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Term Collateral Agent in writing, writing annually and at such other times as the Term Collateral Agent may reasonably request (but in no event more than four times per year) by executing and delivering to the Term Collateral Agent a completed Pledge Supplementthe annual collateral verification required by Section 5.1(o) of the Term Credit Agreement or an amendment or supplement to Schedule 4.2, substantially in the form as applicable, of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locationslocation of any Equipment or Inventory or any Document evidencing any Equipment or Inventory, identifying such new locations and providing such other information in connection therewith as the Term Collateral Agent may reasonably request and (b) taken take all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Term Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Term Collateral Agent to exercise and enforce its rights and remedies hereunderhereunder (subject to the terms of the Intercreditor Agreement), with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than (x) the issuer of such Document to claim the Goods evidenced therefor or therefor, (y) with respect to Inventory, the Revolving Collateral Agent and (z) with respect to Equipment, the Term Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Term Collateral Agent in notifying the third party of the Term Collateral Agent’s 's security interest therein and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Term Collateral Agent; and;
(v) whenever reasonably requested or required by the Term Collateral Agent in accordance with any applicable law, with respect to any item of Equipment in excess of $100,000 individually or $500,000 in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, each Grantor shall (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder and under the Revolving Security Agreement on such certificate of title, and (C) deliver to the Term Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby; and
(vi) it shall notify the Term Collateral Agent promptly and in any event within thirty (30) days of any Inventory or Equipment in excess of $100,000 individually or $500,000 in the aggregate coming in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor, and shall, at the request of the Term Collateral Agent (in accordance with the terms of the Intercreditor Agreement), deliver any negotiable document evidencing or governing such Inventory or Equipment to the Term Collateral Agent, or establish the Term Collateral Agent's control over any electronic negotiable documents; provided, however, that prior to the Discharge of Revolving Obligations the Grantor may satisfy this requirement with respect to documents relating to Inventory by causing the Revolving Collateral Agent to obtain possession or control thereof.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) other than Equipment in transit or sold to customers in the ordinary course of business, it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless unless, with respect to any location at which Equipment having a value in excess of $500,000 is located, it shall have (a) notified the Parity Lien Collateral Agent Trustee in writing, by executing and delivering to the Parity Lien Collateral Agent Trustee an Officer’s Certificate, and a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty fifteen (3015) days prior to any change in locations, identifying such change in the location of and the new locations location of such Collateral, and providing such other information in connection therewith as the Parity Lien Collateral Agent Trustee may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Parity Lien Collateral AgentTrustee’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Parity Lien Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and InventoryEquipment;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document (or to a shipper or freight forwarder acting on such Grantor’s behalf in the ordinary course of business) to claim the Goods goods evidenced therefor or the Parity Lien Collateral AgentTrustee;
(iviii) if any Equipment or Inventory having a value in excess of $500,000 in the aggregate is in possession or control of any third partyparty (other than Equipment in transit and customers purchasing inventory in the ordinary course of business), each Grantor shall join with the Parity Lien Collateral Agent Trustee in notifying the third party of the Parity Lien Collateral AgentTrustee’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Parity Lien Collateral AgentTrustee; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (NewPage Energy Services LLC)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i1) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 II hereto (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Joint Collateral Agent in writing, by executing and delivering to the Joint Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit Annex A attached hereto, together with all Supplements to Schedules thereto, at least thirty (3015) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Joint Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Joint Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Joint Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and InventoryEquipment; notwithstanding the foregoing, the Grantors may collectively retain equipment having a fair market value not to exceed $10,000,000 at any time outstanding in locations not disclosed on Schedule II;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii2) it shall not deliver any Document evidencing Evidencing any Equipment and Inventory Goods to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Joint Collateral Agent;
(iv3) if any Equipment located in the United States (other than any Equipment with a fair market value of less than $750,000 in the aggregate) or Inventory any of the Equipment located outside of the United States (other than any Equipment with a fair market value of less than $250,000 in the aggregate) is in possession or control of any third party, including, without limitation, any warehouseman, bailee or agent, each Grantor shall join with the Collateral Agent in notifying use commercially reasonable efforts to notify the third party of the Joint Collateral Agent’s 's security interest and obtaining an Authenticated acknowledgment from the such third party that it is holding the Equipment and Inventory for the benefit of the Joint Collateral Agent; and
(v4) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, it will no less often than quarterly (A) provide information with respect to any such Equipment in excess of $250,000 50,000 individually or $400,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Joint Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon At the reasonable request of the Collateral Agent, it shall xxxx conspicuously, in form and manner reasonably satisfactory to the Collateral Agent, all Chattel Paper, Instruments (Aother than checks received in the ordinary course of business) provide information and other evidence of any Receivables owned or held by it or on its behalf (other than any delivered to the Collateral Agent as provided herein and other than purchase orders sent to customers), as well as the related Receivables Records with an appropriate reference to the fact that the Collateral Agent has a security interest therein.
(ii) Except with respect to any Receivable pledged to the QRF Lender, it will not, without the Collateral Agent's prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its then current practices and in accordance with such practices reasonably believed by such Grantor to be prudent.
(iii) Except as otherwise provided in this Section and unless otherwise determined by such Grantor in accordance with its good faith business judgment, it shall continue to use its best efforts to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, except with respect to any Receivable pledged to the QRF Lender, take such action as it or the Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time upon the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Equipment in excess of $250,000 in the aggregateReceivable, (B) execute and file with the registrar of motor vehicles Supporting Obligation or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication Collateral Support of the Collateral Agent's security interest created hereunder on such certificate of titletherein, and in addition, at any time during the continuation of an Event of Default, the Collateral Agent may: (CA) deliver direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent copies and (B) enforce, at the cost and expense of all such applications Grantor, collection thereof and to adjust, settle or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating compromise the security interest created hereunder amount or payment thereof, in the items same manner and to the same extent as such Grantor would be able to have done. If the Collateral Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of Equipment covered therebyits other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent hereunder and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. For the avoidance of doubt, the parties agree that the foregoing second and third sentences of this Section 3.3(b)(iii) shall not apply to or be of any force or effect in respect of any Receivable which has been pledged to the QRF Lender.
(iv) It shall use its reasonable best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.
(v) During the continuance of an Event of Default, at the request of the Collateral Agent, it shall direct each Account Debtor to make payment on each Receivable, other than any Receivable which has been pledged to the QRF Lender, to a Control Account.
Appears in 1 contract
Samples: Guarantee and Security Agreement (Mandalay Media, Inc.)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) other than Inventory and Equipment in transit or sold to customers in the ordinary course of business, it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory Inventory, in each case located in the United States, in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty ten (3010) days Business Days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document (or to a shipper or freight forwarder acting on such Grantor’s behalf) to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third partyparty (other than Equipment and Inventory in transit and customers purchasing inventory in the ordinary course of business), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment located in the United States having a value in excess of $50,000 individually which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Services International LLC)
Covenants and Agreements. Each Grantor covenants and agrees thatthat until the payment in full of all Obligations (other than unmatured contingent obligations), the cancellation or termination of all Commitments, the expiration or termination of all Hedge Agreements and the cancellation or expiration of all outstanding Letters of Credit:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 50,000 individually or $500,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (Day International Group Inc)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory (other than Inventory in transit or being shipped to a buyer) included in the Collateral in the locations specified on Schedule 4.2 (3.2 and such additional locations so long as keeping such schedule may be amended or supplemented from time Collateral in such additional locations would not require the Collateral Agent to time) file any new financing statements to maintain perfection, unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons itemizing and describing the kind, type and quantity of established reputation engaged Inventory, such Grantor's cost therefor and (where applicable) the current list prices for the Inventory, in similar businesseach case, and in any event in conformity with GAAPreasonable detail;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory included in the Collateral is in possession or control of any third partyparty (and the Administrative Agent has not established an appropriate rent reserve with respect to such Collateral in connection with determining Loan Value), each such Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining shall use commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(viv) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral AgentAgent made during the continuation of a Default, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) upon the reasonable request of the Collateral Agent, deliver to the Collateral Agent copies of all such applications or other documents filed during such each calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days writing prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment with a book value in excess of $50,000 individually or $500,000 in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that:
(i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions reasonably necessary or advisable reasonably requested by Collateral Agent to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;; Pledge and Security Agreement
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining using commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregateEquipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Del Frisco's Restaurant Group, LLC)
Covenants and Agreements. Each Grantor covenants and agrees that:
(i) except with respect to property having a value of less than $2,000,000 in the aggregate (across all Grantors) and any property that is in transit, out for repair or on loan to employees in the ordinary course of business or Unincorporated Materials, it shall keep the Equipment, Equipment and Inventory included in the Collateral and any Documents evidencing any such Equipment and Inventory in the locations specified on in Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (aA) notified the Collateral Agent and the Administrative Agent in writing, by executing and delivering to the Collateral Agent and the Administrative Agent a completed Pledge Supplement, substantially in Supplement on or before the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to next Quarterly Update Date after any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (bB) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
; (ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory included in the Collateral to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
; and (iviii) except for Equipment or Inventory having a value of less than $500,000 individually or $2,000,000 in the aggregate (across all Grantors) or otherwise constituting Unincorporated Materials, if any Equipment or Inventory is in possession or control of any third partyparty (other than such Equipment and Inventory that is in transit, out for repair or on loan to employees in the ordinary course of business), each Grantor shall shall, at the request of the Collateral Agent, join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, (A) provide information with respect to any such Equipment in excess of $250,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered therebyinterest.
Appears in 1 contract
Samples: Pledge and Security Agreement
Covenants and Agreements. Each Grantor hereby covenants and agrees with the Collateral Agent and each other Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all Outstanding Letters of Credit that:
(i) it shall keep the with respect to any Equipment, Inventory and any Documents evidencing any Equipment and Inventory in excess of $300,000 individually or $2,000,000 in the locations aggregate, it shall keep such Equipment, Inventory and any Documents evidencing any Equipment and Inventory at any location specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) (whether or not listed under such Grantor's name) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s 's security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;
(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;
(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and
(v) with respect to any item of Equipment owned by such Grantor which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of the Collateral Agent, thereof (A) provide information with respect to any such Equipment in excess of $250,000 300,000 individually or $2,000,000 in the aggregate, (B) execute and file with the registrar of motor vehicles or other PLEDGE AND SECURITY AGREEMENT 434560-New York Server 3A EXECUTION appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, title and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Mariner Health Care Inc)
