Further Assurances Covenants. (a) The Company will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization or corporate structure in any manner unless it shall have given the Holder thirty (30) days prior written notice thereof, executed and delivered to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewith. (b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder. (c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary, or that the Holder may request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder or to enable the Holder to obtain the full benefits of the Agreement, or to enable the Holder to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by law, Company hereby authorizes the Holder to execute and file financing statements, financing statement amendments or continuation statements without Company's signature appearing thereon. The Company agrees that a carbon, photographic, photostatic or other reproduction of the Agreement or of a financing statement is sufficient as a financing statement. The Company shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral. (d) The Company will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Company. (e) The Company will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right with respect to, any Collateral except the sale of inventory in the ordinary course or the sale or disposal of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens"). (f) The Company will, promptly upon request, provide to the Holder all information and evidence it may reasonably request concerning the Collateral, to enable the Holder to enforce the provisions of the Agreement. (g) The Company will not file any amendment to or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect thereto, in any jurisdiction.
Appears in 3 contracts
Samples: Security Agreement (On THE MOVE Corp), Security Agreement (On THE MOVE Corp), Security Agreement (On THE MOVE Corp)
Further Assurances Covenants. (a) The Company Trust will not change its name, taxpayer identification number, identity or organizational number, identity, jurisdiction of organization or corporate structure in any manner unless it shall have given the Holder thirty (30) days Indenture Trustee at least 30 days' prior written notice thereof, executed and delivered to . The Trust will not change the Holder all financing statements and financing statement amendments which location of its chief executive office or chief place of business unless it shall have given the Holder may request in connection therewithIndenture Trustee at least 30 days' prior notice thereof.
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Trust will, from time to timetime and upon advice of counsel, at its the Trust's expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action action, (including, without limitation, any filings of financing or continuation statements) that from time to time may be necessarynecessary or desirable, or that the Holder Indenture Trustee may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder a Security Interest or to enable the Holder Holders of Notes to obtain the full benefits of the AgreementIndenture, or to enable the Holder Indenture Trustee to exercise and enforce any of its rights, powers and remedies hereunder under the Indenture with respect to any of the Collateral. To the extent permitted by applicable law, Company hereby the Trust authorizes the Holder Indenture Trustee to execute and file financing statements, financing statement amendments statements or continuation statements without Companythe Trust's signature appearing thereon. The Company Trust agrees that a carbon, photographic, photostatic or other reproduction of the Agreement Indenture or of a financing statement is sufficient as a financing statement. The Company Trust shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning any Collateral.
(c) If any Collateral is at any time in the Collateralpossession or control of any warehouseman, bailee or any of the Trust's agents or processors, the Trust shall notify such warehouseman, bailee, agent or processor of the Security Interest created by the Indenture and to hold all such Collateral for the Indenture Trustee's account subject to the Indenture Trustee's instructions.
(d) The Company will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Company.
(e) The Company will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right with respect to, any Collateral except the sale of inventory in the ordinary course or the sale or disposal of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(f) The Company Trust will, promptly upon request, provide to the Holder Indenture Trustee all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Indenture Trustee to enforce the provisions of the AgreementIndenture.
(ge) The Company will not file Not more than six months nor less than 30 days prior to each date on which the Trust proposes to take any amendment action contemplated by Section 14.4(a), the Trust shall, at its cost and expense, cause to be delivered to the Indenture Trustee an Opinion of Counsel, satisfactory to the Indenture Trustee, to the effect that all financing statements and amendments or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect supplements thereto, continuation statements and other documents required to be recorded or filed in any jurisdictionorder to perfect and protect the Security Interest for a period, specified in such Opinion of Counsel, continuing until a date not earlier than 18 months from the date of such Opinion of Counsel, against all creditors of and purchasers from the Trust have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(f) From time to time upon request by the Indenture Trustee, the Trust shall, at its cost and expense, cause to be delivered to the Indenture Trustee an Opinion of Counsel satisfactory to the Indenture Trustee as to such matters relating to the Security Interest as the Indenture Trustee or the Holder Representative may reasonably request.
Appears in 3 contracts
Samples: Standard Indenture Terms (Allstate Life Global Funding), Standard Indenture Terms (Allstate Life Insurance Co), Standard Indenture Terms (Allstate Life Global Funding)
Further Assurances Covenants. (a) The Company Global Funding will not change its name, taxpayer identification number, identity or organizational number, identity, jurisdiction of organization or corporate structure in any manner unless it shall have given the Holder thirty (30) days Funding Note Indenture Trustee at least 30 days' prior written notice thereof, executed and delivered to . Global Funding will not change the Holder all financing statements and financing statement amendments which location of its chief executive office or chief place of business unless it shall have given the Holder may request in connection therewithFunding Note Indenture Trustee at least 30 days' prior notice thereof.
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Global Funding will, from time to timetime and upon advice of counsel, at its Global Funding's expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action action, (including, without limitation, any filings of financing or continuation statements) that from time to time may be necessarynecessary or desirable, or that the Holder Funding Note Indenture Trustee may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interest or to enable the Holder Holders of the Funding Note to obtain the full benefits of the AgreementFunding Note Indenture, or to enable the Holder Funding Note Indenture Trustee to exercise and enforce any of its rights, powers and remedies hereunder under the Funding Note Indenture with respect to any of the Collateral. To the extent permitted by applicable law, Company hereby Global Funding authorizes the Holder Funding Note Indenture Trustee to execute and file financing statements, financing statement amendments statements or continuation statements without CompanyGlobal Funding's signature appearing thereon. The Company Global Funding agrees that a carbon, photographic, photostatic or other reproduction of the Agreement Funding Note Indenture or of a financing statement is sufficient as a financing statement. The Company Global Funding shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning any Collateral.
(c) If any Collateral is at any time in the Collateralpossession or control of any warehouseman, bailee or any of Global Funding's agents or processors, Global Funding shall notify such warehouseman, bailee, agent or processor of the Security Interest created by the Funding Note Indenture and to hold all such Collateral for the Funding Note Indenture Trustee's account subject to the Funding Note Indenture Trustee's instructions.
(d) The Company will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Company.
(e) The Company will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right with respect to, any Collateral except the sale of inventory in the ordinary course or the sale or disposal of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(f) The Company Global Funding will, promptly upon request, provide to the Holder Funding Note Indenture Trustee all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Funding Note Indenture Trustee to enforce the provisions of the AgreementFunding Note Indenture.
(ge) The Company will not file Not more than six months nor less than 30 days prior to each date on which Global Funding proposes to take any amendment action contemplated by Section 14.4(a), Global Funding shall, at its cost and expense, cause to be delivered to the Funding Note Indenture Trustee an Opinion of Counsel, satisfactory to the Funding Note Indenture Trustee, to the effect that all financing statements and amendments or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect supplements thereto, continuation statements and other documents required to be recorded or filed in any jurisdictionorder to perfect and protect the Security Interest for a period, specified in such Opinion of Counsel, continuing until a date not earlier than 18 months from the date of such Opinion of Counsel, against all creditors of and purchasers from Global Funding have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(f) From time to time upon request by the Funding Note Indenture Trustee, Global Funding shall, at its cost and expense, cause to be delivered to the Funding Note Indenture Trustee an Opinion of Counsel satisfactory to the Funding Note Indenture Trustee as to such matters relating to the Security Interest as the Funding Note Indenture Trustee or the Holder Representative may reasonably request.
Appears in 2 contracts
Samples: Standard Funding Note Indenture Terms (Allstate Life Global Funding), Funding Note Indenture (Allstate Life Global Funding)
Further Assurances Covenants. Borrower covenants and agrees with Lender as follows:
(a) The Company will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization or corporate structure in any manner unless it shall have given the Holder thirty (30) days prior written notice thereof, executed and delivered to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewith.
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments Borrower agrees that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company will, from time to time, at its expensethe expense of Borrower, executethat it shall promptly authenticate, deliverexecute and deliver all further instruments and documents, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action all further action, that from time to time may be necessarynecessary or desirable, or that the Holder Lender may reasonably request, in order to createcreate and/or maintain the validity, preserve, upgrade in rank (to the extent required hereby), perfect, confirm perfection or validate the priority of and protect any security interest granted hereunder or purported to be granted hereby or to enable the Holder to obtain the full benefits of the Agreement, or to enable the Holder Lender to exercise and enforce any of its rights, powers rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the Collateral. To the extent permitted by lawforegoing, Company hereby authorizes the Holder to Borrower shall: (i) file such financing or continuation statements, or amendments thereto, and execute and file financing statementsdeliver such other agreements, financing statement amendments instruments, endorsements, powers of attorney or continuation statements without Company's signature appearing thereon. The Company agrees that a carbonnotices, photographicas may be necessary or desirable, photostatic or other reproduction as Lender may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby; (ii) at any reasonable time, upon request by Lender, annex the Collateral to and allow inspection of the Agreement or of a financing statement is sufficient as a financing statement. The Company shall pay the costs ofCollateral by Lender, or incidental topersons designated by Lender; and (iv) at Lender's request, appear in and defend any recording action or filing proceeding that may affect Borrower's title to or Lender's security interest in all or any part of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(db) The Company will not permit any of its tangible assets which are part of Borrower hereby authorizes the Collateral to be in the possession filing of any other Personfinancing statements or continuation statements, except and amendments to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Company.
(e) The Company will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right with respect to, any Collateral except the sale of inventory in the ordinary course or the sale or disposal of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(f) The Company will, promptly upon request, provide to the Holder all information and evidence it may reasonably request concerning the Collateral, to enable the Holder to enforce the provisions of the Agreement.
(g) The Company will not file any amendment to or termination of a financing statement naming any Company as debtor and Holder as secured partystatements, or any correction statement similar document in any jurisdictions and with respect theretoany filing offices as Lender may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to Lender herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any jurisdictionother manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Lender herein, including, without limitation, describing such property as "all assets" or "all personal property, whether now owned or hereafter acquired." Borrower shall furnish to Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Lender may reasonably request, all in reasonable detail.
Appears in 2 contracts
Samples: Security Agreement (Sipex Corp), Security Agreement (Sipex Corp)
Further Assurances Covenants. (a) The Company will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization or corporate structure in any manner unless it shall have given the Holder thirty (30) days prior written notice thereof, executed and delivered to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewith.
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments Ramtron agrees that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company will, from time to time, at its own expense, executeRamtron will promptly execute and deliver all further instruments and documents, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action all further action, that from time to time may be necessarynecessary or desirable, or that the Holder Infineon may request, in order to createcontinue, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the perfect and protect any security interest granted hereunder or purported to be granted hereby or to enable the Holder to obtain the full benefits of the Agreement, or to enable the Holder Infineon to exercise and enforce any of its rights, powers rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the Collateralforegoing, Ramtron will: (i) pay the cost of such filing, recording or refiling and rerecording in all places and public offices as may be required by law to create, continue, perfect and preserve the lien hereof and wherever filing is deemed by Infineon to be necessary or desirable; (ii) if any Receivable shall be evidenced by a promissory note or other instrument or chattel paper, deliver and pledge to Infineon hereunder such note, instrument or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Infineon; (iii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Infineon may request, in order to continue, perfect and preserve the security interests continued, granted or purported to be continued or granted hereby; (iv) defend the Intellectual Property against any claims, allegations or challenges from third parties; and (v) not impair, encumber or abandon the Intellectual Property and will renew, refile and take all steps necessary to preserve and protect the Intellectual Property and pay any and all fees as appropriate.
(b) No later than the fifteenth (15th) business day of each April, July, October and January during the term of this Security Agreement, Ramtron shall provide a report to Infineon reporting on the status of all Receivables, effective as of the last date of the preceding calendar quarter. To Said status report shall contain a list of each Receivable, the extent amount outstanding thereunder, whether said Receivable is current or delinquent beyond thirty (30) days, whether any claims or defenses have been asserted to the payment of said Receivable, and shall serve to remake all warranties and representations contained in this Security Agreement concerning the Receivables.
(c) Ramtron hereby authorizes Infineon to file one or more financing or continuation statements, and amendments thereto, and to file such statements electronically, if available, relative to all or any part of the Collateral without the signature of the Ramtron where permitted by law, Company hereby authorizes the Holder to execute and file financing statements, financing statement amendments or continuation statements without Company's signature appearing thereon. The Company agrees that a carbon, photographic, photostatic or other reproduction of the Agreement or of a financing statement is sufficient as a financing statement. The Company shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(d) The Company Ramtron will not permit any of its tangible assets which are part of furnish to Infineon from time to time statements and schedules further identifying and describing the Collateral to be and its location and such other reports in connection with the possession of any other PersonCollateral as Infineon may reasonably request, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Companyall in reasonable detail.
(e) The Company will Ramtron agrees that it shall permit no further lien, encumbrance, claim or levy upon any of the Receivables. Ramtron shall not (A) sell, transferconvey, lease, exchangefactor, assign or otherwise dispose of, or grant pledge any option, warrant or other right with respect to, any Collateral except the sale of inventory its interest in the ordinary course Receivables and shall promptly notify Infineon if it receives notice of any claim, lien, levy or encumbrance claimed against or levied against the sale or disposal of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(f) The Company will, promptly upon request, provide to the Holder all information and evidence it may reasonably request concerning the Collateral, to enable the Holder to enforce the provisions of the Agreement.
(g) The Company will not file any amendment to or termination of a financing statement naming any Company as debtor and Holder as secured partyReceivables, or any correction statement with respect thereto, in any jurisdictionof them.
Appears in 2 contracts
Samples: Security Agreement (Ramtron International Corp), Security Agreement (Infineon Technologies Ag)
Further Assurances Covenants. Each Lien Grantor covenants as follows:
(a) The Company It will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it permitted by Section 7.03 of the Credit Agreement and unless such Lien Grantor shall have given the Holder thirty Collateral Agent prior notice thereof and either (30i) days prior written notice thereof, executed and delivered an updated Perfection Certificate to the Holder all financing statements Collateral Agent or (ii) certified to the Collateral Agent that the Perfection Certificate most recently delivered pursuant to this Agreement is correct and financing statement amendments which complete as of the Holder date of such notice; provided that the Borrower may request in connection therewithchange its name to "Kindred Healthcare Operating, Inc." and Vencor may change its name to "Kindred Healthcare, Inc." on the Closing Date.
(b) The Company It will not merge change the location of (i) its chief executive office or consolidate intochief place of business or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the applicable locations described in its Perfection Certificate (after the delivery of such Perfection Certificate), or transfer any of unless such Lien Grantor shall have given the Collateral toAgent prior notice thereof. It will not in any event change the location of any Collateral owned by it if such change would cause the Security Interests in such Collateral to lapse or, any other Person other than another Companyif perfected prior to such change of location, without the prior written consent of the Holdercease to be perfected.
(ci) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company It will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any Intellectual Property Filings and any filings of financing or continuation statements under the UCC) that from time to time may be necessarynecessary or desirable, or that the Holder Collateral Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests in such Lien Grantor's Collateral or to enable the Holder Collateral Agent and the other Secured Parties to obtain the full benefits of the AgreementCollateral Documents, or to enable the Holder Collateral Agent to exercise and enforce any of its rights, powers and remedies hereunder thereunder with respect to any of the such Lien Grantor's Collateral. To the extent permitted by applicable law, Company hereby such Lien Grantor authorizes the Holder Collateral Agent to execute and file such financing statements, financing statement amendments statements or continuation statements without Companysuch Lien Grantor's signature appearing thereon. The Company Such Lien Grantor agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Such Lien Grantor shall pay the costs of, or incidental to, any recording or filing of any such financing statements, financing statement amendments or continuation statements concerning in which it is named as the debtor. Such Lien Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file all Intellectual Property Filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until such Lien Grantor's Collateral is released pursuant to Section 18.
(ii) Without limiting clause (i), it will enter into any amendments to this Agreement and to any other Financing Document and take any other action, at its expense, that the Collateral Agent may reasonably request or as may be necessary or desirable in connection with the proposed revisions to Article 9 of the UCC, in order to create, preserve, perfect, confirm or validate the Security Interests in such Lien Grantor's Collateral or to enable the Collateral Agent and the other Secured Parties to obtain the full benefits of the Collateral Documents, or to enable the Collateral Agent to exercise and enforce any of its rights, powers and remedies thereunder with respect to any of such Lien Grantor's Collateral.
(d) The Company Within 30 days after each March 31 and September 30 (commencing with the first such date to occur after the Closing Date), it will (i) sign and deliver to the Collateral Agent any Intellectual Property Security Agreement necessary to grant Security Interests in any Intellectual Properties owned by it on such March 31 or September 30 that are not permit covered by the Security Interests granted in any previous Intellectual Property Security Agreements so signed and delivered by it and (ii) make all Intellectual Property Filings reasonably necessary to record the Security Interests in such Intellectual Properties.
(e) At least 30 days before it takes any action contemplated by Section 5(a) or 5(b), such Lien Grantor will, at its expense, cause to be delivered to the Collateral Agent an officer's certificate, in form and substance satisfactory to the Collateral Agent, to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interests against all creditors of and purchasers from such Lien Grantor (except any continuation statements specified in such officer's certificate that are to be filed more than six months after the date thereof) have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full; provided that if the only action contemplated is a change in the name of a Lien Grantor to the name set forth below the name of such Lien Grantor on the Perfection Certificate delivered in connection with the Closing, then such Lien Grantor will at its expense (i) cause to be delivered to the Collateral Agent an officer's certificate, in form and substance satisfactory to the Collateral Agent, specifying the date on which such name change is to take effect (the "Effective Date") (such certificate to be delivered to the Collateral Agent at least three days prior to the Effective Date) and (ii) deliver to the Collateral Agent no later than June 20, 2001, all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interests against all creditors of and purchasers from such Lien Grantor and evidence satisfactory to the Collateral Agent that such financing statements and amendments or supplements thereto, continuation statements and other documents will be filed in each filing office necessary for such purpose by June 30, 2001 and that all filing fees and taxes, if any, payable in connection with such filings will be paid in full by such date.
(f) If any of its tangible assets Collateral is at any time in the possession or control of any warehouseman, bailee or agent, such Lien Grantor will notify such warehouseman, bailee or agent of the Security Interests and instruct it to hold all such Collateral for the Collateral Agent's account subject to the Collateral Agent's instructions.
(g) It shall keep full and accurate books and records relating to its Collateral, and stamp or otherwise xxxx such books and records in such manner as the Collateral Agent may reasonably request in order to reflect the Security Interests.
(h) It shall use its best efforts to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of each of its Accounts (including, without limitation, Accounts which are part delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Accounts. Subject to the rights of the Collateral to Agent and the other Secured Parties hereunder if an Event of Default shall have occurred and be continuing, such Lien Grantor may allow in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the Companytime or times of payment, or settlement for less than the total unpaid balance, which such Lien Grantor finds appropriate in accordance with sound business judgment and (ii) refunds or credits, all in accordance with such Lien Grantor's ordinary course of business consistent with its historical collection practices. The costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by such Lien Grantor or the Collateral Agent, shall be borne by such Lien Grantor.
(ei) The Company If an Enforcement Notice is in effect, such Lien Grantor will, consistent with the terms of the Credit Agreement, if requested to do so by the Collateral Agent, promptly notify (and such Lien Grantor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any of its Accounts or Instruments that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent or its designee.
(j) Such Lien Grantor will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral except the sale of inventory its Collateral; provided that, unless an Enforcement Notice is in effect, (i) such Lien Grantor may sell, lease or exchange its Inventory and obsolete, unused or unnecessary Equipment, in each case in the ordinary course or of business and (ii) such Lien Grantor may sell any of its Collateral if (x) the sale thereof does not violate any covenant in the Credit Agreement and (y) in the case of an Asset Sale (other than the Kingfish Transaction), the Net Cash Proceeds thereof are applied as provided in Section 2.11(a) of the Credit Agreement. Concurrently with any sale or disposal exchange (other than a sale or exchange to another Lien Grantor) permitted by the foregoing proviso, the Security Interests in the assets sold or exchanged (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of obsolete equipment; the Collateral Agent or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens")other Secured Party.
(fk) The Company Such Lien Grantor will, promptly upon request, provide to the Holder Collateral Agent all information and evidence it may reasonably request concerning the Collateral, its Collateral to enable the Holder Collateral Agent to enforce the provisions of the AgreementCollateral Documents.
(gl) The Company will not file From time to time upon request by the Collateral Agent, such Lien Grantor shall, at its expense, cause to be delivered to the Secured Parties an Opinion of Counsel satisfactory to the Collateral Agent as to such matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request.
(m) Such Lien Grantor shall notify the Collateral Agent promptly if it knows that any amendment application or registration relating to any material Intellectual Property owned or termination licensed by it may become abandoned or dedicated, or of a financing statement naming any Company as debtor and Holder as secured partyadverse determination or development (including, without limitation, the institution of, or any correction statement with respect theretosuch determination or development in, any proceeding in the United States Copyright Office, the United States Patent and Trademark Office or any jurisdictioncourt) regarding such Lien Grantor's ownership of such material Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same. If any of such Lien Grantor's rights to any material Intellectual Property are infringed, misappropriated or diluted by a third party, such Lien Grantor shall notify the Collateral Agent within 30 days after it learns thereof and shall, unless such Lien Grantor shall reasonably determine that any such action would be of negligible value, economic or otherwise, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Lien Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.
Appears in 1 contract
Further Assurances Covenants. (a) The Company Trust will not change its name, taxpayer identification number, identity or organizational number, identity, jurisdiction of organization or corporate structure in any manner unless it shall have given the Holder thirty (30) days Indenture Trustee at least 30 days' prior written notice thereof, executed thereof and delivered to shall have complied with Section 14.4(e). The Trust will not change the Holder all financing statements location of its chief executive office or chief place of business unless it shall have given the Indenture Trustee at least 30 days' prior notice thereof and financing statement amendments which the Holder may request in connection therewithshall have complied with Section 14.4(e).
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Trust will, from time to timetime and upon advice of counsel, at its the Trust's expense, prepare, execute, authenticate, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action action, (including, without limitation, any filings of financing or continuation statements) that from time to time may be necessarynecessary or desirable, or that the Holder Indenture Trustee may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder a Security Interest or to enable the Holder Holders of Notes to obtain the full benefits of the AgreementIndenture, or to enable the Holder Indenture Trustee to exercise and enforce any of its rights, powers and remedies hereunder under the Indenture with respect to any of the Collateral. To the extent permitted by applicable law, Company hereby if the Trust fails to do so, the Trust authorizes the Holder Indenture Trustee to execute and file financing statements, financing statement amendments statements or continuation statements without Companythe Trust's signature appearing thereon. The Company Trust agrees that a carbon, photographic, photostatic or other reproduction of the Agreement Indenture or of a financing statement is sufficient as a financing statement. The Company Trust shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning any Collateral.
(c) If any Collateral is at any time in the Collateralpossession or control of any warehouseman, bailee or any of the Trust's agents or processors, the Trust shall notify such warehouseman, bailee, agent or processor of the Security Interest created by the Indenture and to hold all such Collateral for the Indenture Trustee's account subject to the Indenture Trustee's instructions.
(d) The Company will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Company.
(e) The Company will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right with respect to, any Collateral except the sale of inventory in the ordinary course or the sale or disposal of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(f) The Company Trust will, promptly upon request, provide to the Holder Indenture Trustee all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Indenture Trustee to enforce the provisions of the AgreementIndenture.
(ge) The Company will not file Not more than six months nor less than 30 days prior to each date on which the Trust proposes to take any amendment action contemplated by Section 14.4(a), the Trust shall, at its cost and expense, cause to be delivered to the Indenture Trustee an Opinion of Counsel, satisfactory to the Indenture Trustee, to the effect that all financing statements and amendments or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect supplements thereto, continuation statements and other documents required to be recorded or filed in any jurisdictionorder to perfect and protect the Security Interest for a period, specified in such Opinion of Counsel, continuing until a date not earlier than 18 months from the date of such Opinion of Counsel, against all creditors of and purchasers from the Trust have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(f) From time to time upon request by the Indenture Trustee, the Trust shall, at its cost and expense, cause to be delivered to the Indenture Trustee an Opinion of Counsel satisfactory to the Indenture Trustee as to such matters relating to the Security Interest as the Indenture Trustee or the Holder Representative may reasonably request.
Appears in 1 contract
Further Assurances Covenants. (aA) The Company No Grantor will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it shall have given the Holder thirty (30) days Collateral Agent not less than 30 days' prior written notice thereof, executed thereof and delivered an opinion of counsel with respect thereto in accordance with Section 4(L). No Grantor will change the location of (i) its chief executive office or chief place of business or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the applicable location described in the Perfection Certificate unless it shall have given the Collateral Agent not less than 30 days' prior notice thereof and delivered an opinion of counsel with respect thereto in accordance with Section 4(L). The Grantors shall not in any event change the location of any Collateral if such change would cause the Security Interests in such Collateral to lapse or cease to be perfected, it being understood, however, that the Grantors shall be able to transfer cash to the Holder all financing statements extent permitted by the other provisions of this Agreement and financing statement amendments which the Holder may request in connection therewithother Loan Documents.
(bB) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Each Grantor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action action, (including, without limitation, any filings with the United States Patent and Trademark Office, any filings with the United States Copyright Office, any filings with the Interstate Commerce Commission, any filings of financing or continuation statements under the UCC and any filings in, or agreements governed by the laws of, foreign jurisdictions) that from time to time may be necessary, or that the Holder Collateral Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Collateral Agent and the Lenders to obtain the full benefits of the this Agreement, or to enable the Holder Collateral Agent to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, Company each Grantor hereby authorizes the Holder Collateral Agent to execute and file financing statements, financing statement amendments statements or continuation statements without Companysuch Grantor's signature appearing thereon. The Company agrees Grantors agree that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Grantors shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(dC) The Company will not permit If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of a Grantor's agents or processors, such Grantor, if any Event of Default shall have occurred and be continuing and if requested to do so by the Collateral Agent acting on the instructions of the Required Lenders, shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Collateral Agent's account subject to the Collateral Agent's instructions, subject to the provisions of the PST Documents.
(D) Each Grantor shall keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Required Lenders xxx reasonably require in order to reflect the Security Interests.
(E) Each Grantor will immediately deliver and pledge each Instrument (other than Instruments subject to the PST Documents to the Collateral Agent, appropriately endorsed to the Collateral Agent, provided that so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by it in the ordinary course of business, and the Collateral Agent shall, promptly upon request of a Grantor, make appropriate arrangements for making any other Instrument pledged by such Grantor available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate to the Collateral Agent, against trust receipt or like document).
(F) Each Grantor shall use all reasonable efforts to cause to be collected from its tangible assets account debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are part delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. Subject to the rights of the Collateral Agent and the Lenders hereunder if an Event of Default shall have occurred and be continuing, each Grantor may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which such Grantor finds appropriate in accordance with sound business judgment and (ii) a refund or credit due as a result of returned or damaged merchandise, all in accordance with such Grantor's ordinary course of business consistent with its or the Borrower's historical collection practices. The costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by the Grantors or the Collateral Agent, shall be borne by the Grantors.
(G) Upon the occurrence and during the continuance of any Event of Default, upon request of the Required Lenders through the Collateral Agent, each Grantor will promptly notify (and each Grantor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any Account or Instrument that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent or its designee, unless otherwise subject to the PST Documents.
(H) Each Grantor shall, (i) as soon as practicable after the date hereof, in the possession case of Equipment now owned in which a security interest is perfected by a notation on the certificate of title or similar evidence of the ownership of such goods and (ii) within 10 days of acquiring any other Personsimilar Equipment, in each case, (a) having a value in excess of $100,000, or (b) having a value in excess of $50,000, if the aggregate of all such items owned by the Grantors at any time is greater than $500,000, deliver to the Collateral Agent any and all certificates of title, applications for title or similar evidence of ownership of such Equipment and shall cause the Collateral Agent to be named as lienholder on any such certificate of title or other evidence of ownership, except to the extent such Equipment is subject to the PST Documents. Each Grantor shall promptly inform the Collateral Agent of any additions to or deletions from the Equipment exceeding $250,000 in the aggregate and shall not permit any such items to become a fixture to real estate except pursuant to the Mortgages or an accession to other personal property except such other property that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Companyis Collateral.
(eI) Each Grantor shall as soon as practicable after the date hereof, at its own cost and expense, cause to be plainly, distinctly, permanently and conspicuously placed, fastened or painted upon each side of each item of Rolling Stock a legend bearing such words as the Collateral Agent may request indicating the Lien over and security interest in such Rolling Stock created hereby in letters not less than one inch in height. The Company Grantors may permit the Rolling Stock to be operated within the United States, but shall not permit the Rolling Stock to be operated outside the boundaries of the continental United States.
(J) Subject to Section 12, without the prior written consent of the Required Lenders, no Grantor will not (Aa) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral, except to the extent permitted by Section 5.07 of the Credit Agreement, subject to the rights of the Collateral except Agent and the sale Banks hereunder if an Event of inventory Default shall have occurred and be continuing, whereupon, in the ordinary course or the case of such a sale or disposal exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of obsolete equipmentthe Collateral Agent; or (Bb) create, incur or suffer to exist any lien Lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(fK) The Company Prior to the Initial Borrowing Date under the Credit Agreement, each Grantor will cause the Collateral Agent to be named as an insured party on each insurance policy covering risks relating to any of its Inventory and Equipment. Each Grantor will deliver to the Collateral Agent, upon request of the Collateral Agent, the insurance policies for such insurance or certificates of insurance evidencing such coverage. Each such insurance policy shall include effective waivers by the insurer of all claims for insurance premiums against the Collateral Agent or any Lender, provide for coverage to the Collateral Agent regardless of the breach by relevant Grantor of any warranty or representation made therein, not be subject to co-insurance, and provide that no cancellation, termination or material modification thereof shall be effective until at least 30 days (or, in the case of non-payment of premiums, at least 10 days) after receipt by the Collateral Agent of notice thereof.
(L) Each Grantor will, promptly upon request, provide to the Holder Collateral Agent all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Collateral Agent to enforce the provisions of the this Agreement.
(gM) The Company will not file Each Grantor shall notify the Collateral Agent promptly if it knows, or has reason to know, that any amendment application or registration relating to any Copyright, Patent or termination Trademark may become abandoned. In the event that any Grantor receives notice of or becomes aware that any right to a financing statement naming any Company as debtor and Holder as secured Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License has been infringed, misappropriated or diluted by a third party, such Grantor shall notify the Collateral Agent promptly after it learns thereof and shall, unless such Grantor shall reasonably determine that any such action would be of insufficient economic value, promptly take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License. Within thirty (30) days after having filed an application for the registration of any Copyright with the United States Copyright Office or any correction statement Patent or Trademark with respect the United States Patent and Trademark Office, or with any similar office or agency in any other country or any political subdivision thereof, upon request of the Collateral Agent, each Grantor shall execute and deliver any and all agreements, instruments, documents and papers the Collateral Agent may request to evidence the Security Interests in such Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. Each Grantor hereby appoints the Collateral Agent its attorney- in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, shall be irrevocable until the Secured Obligations are paid in full. The Collateral Agent shall provide copies to each Grantor of any writings in which the Collateral Agent has acted as attorney-in-fact within 30 days after the execution of such writings.
(N) Not more than four months nor less than 10 days prior to (i) as to all Collateral, each anniversary of the date hereof during the term of the Credit Agreement, if requested to do so by the Collateral Agent acting on the instructions of the Required Lenders, and (ii) as to the Collateral affected by such action, each date on which it proposes to take any action contemplated by Section 4(A), each Grantor shall, at its cost and expense, cause to be delivered to the Lenders an opinion of counsel, satisfactory to the Collateral Agent, substantially in the form of Exhibit B to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interests, to the extent such Security Interests can be perfected by recording or filing, for a period, specified in such opinion, continuing until a date not earlier than six months from the date of such opinion, against all creditors of and purchasers from such Grantor have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(O) Within five (5) Business Days of entering into, amending, modifying or terminating any jurisdictionRolling Stock Lease, each Grantor will deliver a copy of such Rolling Stock Lease, amendment or modification or notice of such termination to the Collateral Agent.
(P) From time to time upon request by the Collateral Agent, each Grantor shall, at its cost and expense, cause to be delivered to the Lenders an opinion of counsel satisfactory to the Collateral Agent as to such matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request.
(Q) This Agreement is made with full recourse to such Grantor and pursuant to and upon all the warranties, representations, covenants, and agreements on the part of such Grantor contained herein, in the Derivatives Obligations Agreements and otherwise in writing in connection herewith or therewith.
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Further Assurances Covenants. (aA) The Company No Grantor will not change (i) its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure or the location of its chief executive office or chief place of business in any manner or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the current location of such Collateral unless it such Collateral shall have a value of less than $250,000 unless, in each case, Grantors shall have given the Holder thirty (30) days Agent prior written notice thereof, executed and delivered . Grantors shall not in any event change the location of any Collateral if such change would cause the Security Interests in such Collateral to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewithlapse or cease to be perfected.
(bB) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Each Grantor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, notification, document, agreement or other paper and take any other action action, (including, without limitation, any filings of financing or continuation statements under the UCC or filings under the Federal Intellectual Property Laws) that from time to time may be necessaryreasonably necessary or desirable, or that the Holder Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Agent and the Lenders to obtain the full benefits of the this Agreement, or to enable the Holder Agent to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, Company each Grantor hereby authorizes the Holder Agent to execute and file financing statements, financing statement amendments statements or continuation statements without Companyeach Grantor's signature appearing thereon. The Company Each Grantor agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Each Grantor shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the CollateralCollateral in which each Grantor purports to grant a Security Interest hereunder.
(dC) The Company will not permit If any of its tangible assets which are part of the Collateral to be is at any time in the possession or control of any other Personwarehouseman, except bailee or any of Grantors' agents or processors, each Grantor shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Agent's account subject to the extent Agent's instructions.
(D) Each Grantor shall keep full and accurate books and records relating to the Collateral in which each Grantor purports to grant a Security Interest hereunder, and stamp or otherwise xxxx such books and records in such manner as the Lenders or the Agent may reasonably require in order to reflect the Security Interests.
(E) Each Grantor will immediately deliver and pledge each Instrument to the Agent, appropriately endorsed to the Agent, provided that so long as no -------- Event of Default shall have occurred and be continuing under the Credit Agreement. Each Grantor may retain for collection in the ordinary course any tangible assets (for example, computer servers) are being managed Instruments received by a third party as a part of it in the ordinary course of business and the Agent shall, promptly upon request of each Grantor, make appropriate arrangements for making any other Instrument pledged by each Grantor available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the Companyextent deemed appropriate to the Agent, against trust receipt or like document).
(eF) Each Grantor shall use its best efforts to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. Subject to the rights of the Agent and the Lenders hereunder if an Event of Default under the Credit Agreement shall have occurred and be continuing, each Grantor may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which such Grantor finds appropriate in accordance with sound business judgment and (ii) a refund or credit due as a result of returned or damaged merchandise, all in accordance with such Grantor's ordinary course of business consistent with its historical collection practices. The Company costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by Grantors or the Agent, shall be borne by Grantors.
(G) Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, Grantors will promptly notify (and Grantors hereby authorizes the Agent so to notify) each account debtor in respect of any Account or Instrument that such Collateral has been assigned to the Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Agent or its designee.
(H) Without the prior written consent of the Lenders and the Agent, Grantors will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral except that, subject to the sale rights of inventory the Agent and the Lenders hereunder if an Event of Default shall have occurred and be continuing under the Credit Agreement, Grantors may sell, lease, exchange, assign or otherwise dispose of Collateral pursuant to Section 7.3(c) of the Credit Agreement, whereupon, in the ordinary course or the case of such a sale or disposal of obsolete equipment; exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or (Bexchange) create, incur or suffer to exist shall cease immediately without any lien with respect to any Collateral, except for further action on the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(f) The Company will, promptly upon request, provide to the Holder all information and evidence it may reasonably request concerning the Collateral, to enable the Holder to enforce the provisions part of the AgreementAgent.
(g) The Company will not file any amendment to or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect thereto, in any jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Thermatrix Inc)
Further Assurances Covenants. (aA) The Company No Grantor will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it shall have given the Holder thirty (30) days Agent not less than 30 days' prior written notice thereof, executed thereof and delivered to an opinion of counsel with respect thereto in accordance with Section 4(L). No Grantor will change the Holder all financing statements and financing statement amendments which location of (i) its chief executive office or chief place of business or (ii) the Holder may request locations where it keeps or holds any Collateral or any records relating thereto from the applicable location described in connection therewith.the Perfection Certificate unless it shall have given the Agent
(bB) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Each Grantor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action action, (including, without limitation, any filings with the United States Patent and Trademark Office, any filings with the United States Copyright Office, any filings with the Interstate Commerce Commission, any filings of financing or continuation statements under the UCC and any filings in, or agreements governed by the laws of, foreign jurisdictions) that from time to time may be necessary, or that the Holder Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Agent and the Banks to obtain the full benefits of the this Agreement, or to enable the Holder Agent to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, Company each Grantor hereby authorizes the Holder Agent to execute and file financing statements, financing statement amendments statements or continuation statements without Companysuch Grantor's signature appearing thereon. The Company agrees Grantors agree that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Grantors shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(dC) The Company will not permit If any of its tangible assets which are part of the Collateral to be is at any time in the possession or control of any other Personwarehouseman, except bailee or any of a Grantor's agents or processors, such Grantor, if any Event of Default shall have occurred and be continuing and if requested to do so by the Agent acting on the instructions of the Required Banks, shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Agent's account subject to the extent Agent's instructions.
(D) Each Grantor shall keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark xxxh books and records in such manner as the Required Banks may reasonably require in order to reflect the Security Interests.
(E) Each Grantor will immediately deliver and pledge each Instrument to the Agent, appropriately endorsed to the Agent, provided that so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any tangible assets Instruments received by it in the ordinary course of business, and the Agent shall, promptly upon request of a Grantor, make appropriate arrangements for making any other Instrument pledged by such Grantor available to it for purposes of presentation, collection or
(for exampleF) Each Grantor shall use all reasonable efforts to cause to be collected from its account debtors, computer serversas and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are being managed by a third party as a part so collected to the outstanding balance of such Account. Subject to the rights of the Agent and the Banks hereunder if an Event of Default shall have occurred and be continuing, each Grantor may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the Companytime or times of payment, or settlement for less than the total unpaid balance, which such Grantor finds appropriate in accordance with sound business judgment and (ii) a refund or credit due as a result of returned or damaged merchandise, all in accordance with such Grantor's ordinary course of business consistent with its or the Borrower's historical collection practices. The costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by the Grantors or the Agent, shall be borne by the Grantors.
(eG) The Company Upon the occurrence and during the continuance of any Event of default, upon request of the Required Banks through the Agent, each Grantor will promptly notify (and each Grantor hereby authorizes the Agent so to notify) each account debtor in respect of any Account or Instrument that such Collateral has been assigned to the Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Agent or its designee.
(H) Each Grantor shall, (i) as soon as practicable after the date hereof, in the case of Equipment now owned in which a security interest is perfected by a notation on the certificate of title or similar evidence of the ownership of such goods and (ii) within 10 days of acquiring any other similar Equipment, in each case, (a) having a value in excess of $100,000, or (b) having a value in excess of $50,000, if the aggregate of all such items owned by the Grantors at any time is greater than $250,000, deliver to the Agent any and all certificates of title, applications for title or similar evidence of ownership of such Equipment and shall cause the Agent to be named as lienholder on any such certificate of title or other evidence of ownership. Each Grantor shall promptly inform the Agent of any additions to or deletions from the Equipment exceeding $250,000 in the aggregate and shall not permit any such items to become a fixture to real estate except pursuant to the Mortgages or an accession to other personal property except such other property that is Collateral.
(AI) Each Grantor shall as soon as practicable after the date hereof, at its own cost and expense, cause to be plainly, distinctly, permanently and conspicuously placed, fastened or painted upon each side of each item of Rolling Stock a legend bearing such words as the
(J) Subject to Section 12, without the prior written consent of the Required Banks, no Grantor will (a) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral Collateral, except that, subject to the sale rights of inventory the Agent and the Banks hereunder if an Event of Default shall have occurred and be continuing, such Grantor may sell, lease or exchange ( ) Inventory and obsolete, unused or unnecessary Equipment in the ordinary course or of business, and (y) portions of any business acquired in an Acquisition, so long as such portions have an aggregate value not in excess of 15% of the aggregate purchase price for such Acquisition, whereupon, in the case of such a sale or disposal exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of obsolete equipmentthe Agent; or (Bb) create, incur or suffer to exist any lien Lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(fK) The Company Prior to the date of the first Borrowing under the Credit Agreement, each Grantor will cause the Agent to be named as an insured party on each insurance policy covering risks relating to any of its Inventory and Equipment. Each Grantor will deliver to the Agent, upon request of the Agent, the insurance policies for such insurance or certificates of insurance evidencing such coverage. Each such insurance policy shall include effective waivers by the insurer of all claims for insurance premiums against the Agent or any Bank, provide for coverage to the Agent regardless of the breach by relevant Grantor of any warranty or representation made therein, not be subject to co-insurance, and provide that no cancellation, termination or material modification thereof shall be effective until at least 30 days (or, in the case of non-payment of premiums, at least 10 days) after receipt by the Agent of notice thereof.
(L) Each Grantor will, promptly upon request, provide to the Holder Agent all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Agent to enforce the provisions of the this Agreement.
(gM) The Company will not file Each Grantor shall notify the Agent promptly if it knows, or has reason to know, that any amendment application or registration relating to any Copyright, Patent or termination Trademark may become abandoned. In the event that any Grantor receives notice of or becomes aware that any right to a financing statement naming any Company as debtor and Holder as secured Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License has been infringed, misappropriated or diluted by a third party, such Grantor shall notify the Agent promptly after it learns thereof and shall, unless such Grantor shall reasonably determine that any such action would be of insufficient economic value,
(N) Not more than four months nor less than 10 days prior to (i) as to all Collateral, each anniversary of the date hereof during the term of the Credit Agreement, if requested to do so by the Agent acting on the instructions of the Required Banks, and (ii) as to the Collateral affected by such action, each date on which it proposes to take any action contemplated by Section 4(A), each Grantor shall, at its cost and expense, cause to be delivered to the Banks an opinion of counsel, satisfactory to the Agent, substantially in the form of Exhibit B to the effect that all financing statements and amendments or any correction statement with respect supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interests, to the extent such Security Interests can be perfected by recording or filing, for a period, specified in such opinion, continuing until a date not earlier than six months from the date of such opinion, against all creditors of and purchasers from such Grantor have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(O) Within five (5) Business Days of entering into, amending, modifying or terminating any jurisdictionRolling Stock Lease, each Grantor will deliver a copy of such Rolling Stock Lease, amendment or modification or notice of such termination to the Agent.
(P) From time to time upon request by the Agent, each Grantor shall, at its cost and expense, cause to be delivered to the Banks an opinion of counsel satisfactory to the Agent as to such matters relating to the transactions contemplated hereby as the Required Banks may reasonably request.
Appears in 1 contract
Further Assurances Covenants. The Borrower covenants as follows:
(a) The Company Borrower will not change (i) the location of its principal place of business, or the location of its chief executive office or its federal tax identification number, or (ii) the locations where it keeps or holds any Collateral or records relating thereto from the applicable locations described in the perfection certificate delivered by the Borrower to the Lender, or (iii) its name, taxpayer identification number, organizational number, identity, jurisdiction of organization idenity or corporate structure in any manner unless it shall have given manner, in each case without giving the Holder Lender thirty (30) days day prior written notice thereof. In the event of any such change, executed the Borrower shall, at its cost and delivered expense, cooperate with the Lender and cause to be filed or recorded additional financing statements, amendments or supplements to existing financing statements, continuation statements or other documents required to be recorded or filed in order to perfect and protect the Holder all financing statements and financing statement amendments which Security Interest. The Borrower shall not, in any event, make any change if such change would cause the Holder may request Security Interests in connection therewithany Collateral to lapse or cease to be perfected.
(b) The Company will not merge or consolidate intoThe, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Borrower will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, collateral assignments of trademarks, copyright mortgages and any filings of financing or continuation statements under the UCC) that the Lender may from time to time may reasonably determine to be necessary, necessary or that the Holder may request, desirable in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Lender to obtain the full benefits of the this Agreement, or to enable the Holder Lender to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. At the request of the Lender, the Borrower will use reasonable efforts to obtain the consent of any Person that is necessary or desirable to effect the pledge hereunder of any right, title, claims and benefits now owned or hereafter acquired by the Borrower in and to any Gneral Intangible. To the extent permitted by law, Company the Borrower hereby authorizes the Holder Lender to execute and file financing statements, financing statement amendments statements or continuation statements without Companythe Borrower's signature appearing thereon. The Company Borrower agrees that a carbon, photographic, photostatic photographic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Borrower shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(c) If any Collateral is at any time in the possession or control of any warehouseman, bailee or of the Borrower's agents or processors, the Borrower shall, upon the request of the Lender, notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Lender's account subject to the Lender's instructions.
(d) The Company will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except Borrower shall keep complete and accurate books and records relating to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the CompanyCollateral.
(e) The Company Borrower will promptly deliver and pledge each Instrument to the Lender, appropriately endorsed to the Lender without recourse, provided that so long as no Event of Default shall have occurred and be continuing, the Borrower may retain for collection in the ordinary course any Instruments received by them in the ordinary course of business and the Lender shall, promptly upon request of the Borrower, make appropriate arrangements for making any other Instrument pledged by the Borrower available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate to the Lender, against trust receipt or like document).
(f) The Borrower shall use its best efforts to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures and the Borrower's standard procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account, except that, unless an Event of Default has occurred and is continuing and the Lender is exercising its rights hereunder to collect Accounts, the Borrower may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which the Borrower finds appropriate in accordance with prudent business judgment and (ii) a refund or credit due as a result of returned or damaged merchandise, all in accordance with the Borrower's ordinary course of business consistent with their historical collection practices. The costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by the Borrower or the Lender, shall be borne by the Borrower.
(g) Upon the occurrence and during the continuance of any Event of Default, upon the request of the Lender, the Borrower will promptly notify (and the Borrower hereby authorizes the Lender so to notify) each account debtor in respect of any Account or Instrument that such Collateral has been assigned to the Lender hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Lender or any designee specified by the Lender. Following such request of the Lender, the Borrower shall hold all proceeds from collection of Accounts as trustee for the Lender (without commingling the same with other funds of the Borrower) and shall turn the same over to the Lender immediately upon receipt in the identical form received (duly endorsed by the Borrower to the Lender, if required). The Lender shall apply the proceeds of such collections received by it to the Secured Obligations in accordance with Section 8 of this Agreement. The application of the proceeds of such collections shall be conditional upon the final payment in cash of the items so collected. If any item is not so paid or the Lender is required for any reason to return any payment made, the Lender may reverse any credit given in respect of such item.
(h) Without the prior written consent of the Lender, the Borrower will not (Ai) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral except other than as permitted under Section 7.4 of the sale of inventory Credit Agreement and, in the ordinary course or the case of any such permitted sale or disposal exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of obsolete equipmentthe Lender, provided, however, that at the request of the Borrower, the Lender shall execute and deliver such UCC-3 termination statements and other documents as may be required to release such Security Interests in such item; or (Bii) create, incur or suffer to exist any lien Lien with respect to any Collateral, except for Permitted Liens and the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens")Security Interests.
(fi) The Company Borrower will keep each item of Equipment in good order and repair (with allowance for ordinary wear and tear) and will not use the same in violation of law or any policy of insurance thereon.
(j) The Borrower shall, (i) not later than the date of the first advance under the Credit Agreement, in the case of Equipment now owned constituting goods in which a security interest is perfected by a notation on the certificate of title or similar evidence of the ownership of such goods (other than Equipment in which the Borrower has granted Permitted Liens), (a) having a value in excess of $100,000 or (b) having a value in excess of $50,000, if the aggregate of such items owned by the Borrower at any time is greater than $100,000, and (ii) within 10 days of acquiring any other similar Equipment (other than Equipment in which the Borrower has granted Permitted Liens) (x) having a value in excess of $ 100,000 or (y) having a value in excess of $50,000, if the aggregate of all such items owned by the Borrower at any time is greater than $100,000, deliver to the Lender any and all certificates of title, applications for title or similar evidence of ownership of such Equipment and shall cause the Lender to be named as lienholder on any such certificate of title or other evidence of ownership. The Borrower shall not permit any additions to the Equipment to become a fixture to real estate other than real estate in which the Lender has been granted a first priority Lien.
(k) The Borrower will, promptly upon request, provide to the Holder Lender all information and evidence it may reasonably request concerning the CollateralCollateral to the extent such information and evidence is in the Borrower's possession (including without limitation, the names, addresses, face value, and date of invoices for each debtor obligated on each Account) to enable the Holder Lender to enforce the provisions of this Agreement and, to the Agreementextent that any such information or evidence is not in the possession of the Borrower, the Borrower shall make such reasonable efforts as may be required to obtain such information or evidence.
(g) The Company will not file any amendment to or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect thereto, in any jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Epresence Inc)
Further Assurances Covenants. Each Lien Grantor covenants as follows:
(aA) The Company It will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it such Lien Grantor shall have given the Holder thirty (30) Collateral Agent notice of such proposed action not more than six months nor less than 30 days prior written notice thereof, executed to the date on which such Lien Grantor proposes to take such action and delivered to the Holder all financing statements and financing statement amendments which the Holder may request an Opinion of Counsel with respect thereto in connection therewithaccordance with Section 5(D).
(bB) The Company It will not merge change the location of (i) its chief executive office or consolidate intochief place of business or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the applicable location described in its Perfection Certificate, or transfer any of unless such Lien Grantor shall have given the Collateral to, Agent prior notice thereof and delivered an Opinion of Counsel with respect thereto in accordance with Section 5(D). It will not in any other Person other than another Company, without event change the prior written consent location of any Collateral owned by it if such change would cause the HolderSecurity Interests in such Collateral to lapse or cease to be perfected.
(cC) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company It will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC) that from time to time may be necessarynecessary or desirable, or that the Holder Collateral Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests in such Lien Grantor's Collateral or to enable the Holder Collateral Agent and the other Secured Parties to obtain the full benefits of the AgreementCollateral Documents, or to enable the Holder Collateral Agent to exercise and enforce any of its rights, powers and remedies hereunder thereunder with respect to any of the such Lien Grantor's Collateral. To the extent permitted by applicable law, Company hereby such Lien Grantor authorizes the Holder Collateral Agent to execute and file such financing statements, financing statement amendments statements or continuation statements without Companysuch Lien Grantor's signature appearing thereon. The Company Such Lien Grantor agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Such Lien Grantor shall pay the costs of, or incidental to, any recording or filing of any such financing statements, financing statement amendments or continuation statements concerning in which it is named as the Collateraldebtor. Such Lien Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file all filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and continued; and such power, being coupled with an interest, shall be irrevocable until such Lien Grantor's Collateral is released pursuant to Section 17.
(dD) The Company will not permit At least 30 days before it takes any action contemplated by Section 5(A) or 5(B), such Lien Grantor will, at its expense, cause to be delivered to the Collateral Agent an Opinion of Counsel, in form and substance satisfactory to the Collateral Agent, to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect the Security Interests against all creditors of and purchasers from such Lien Grantor (except any continuation statements specified in such Opinion of Counsel that are to be filed more than six months after the date thereof) have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(E) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any agent or processor (other than the Borrower or any of its tangible assets which Subsidiaries), such Lien Grantor will notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and instruct it to hold all such Collateral for the Collateral Agent's account subject to the Collateral Agent's instructions.
(F) It shall keep full and accurate books and records relating to the Collateral, and, if requested, stamp or otherwise xxxx such books and records in such manner as the Collateral Agent may reasonably require in order to reflect the Security Interests.
(G) It shall use its best efforts to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of each of its Accounts (including, without limitation, Accounts that are part delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account for credit to the subaccounts of the applicable Lien Grantor. Subject to the rights of the Collateral to Agent and the other Secured Parties hereunder if an Event of Default shall have occurred and be continuing, such Lien Grantor may allow in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the Companytime or times of payment, or settlement for less than the total unpaid balance that such Lien Grantor finds appropriate in accordance with sound business judgment and (ii) a refund or credit due in accordance with such Lien Grantor's ordinary course of business consistent with its historical collection practices. The costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by such Lien Grantor or the Collateral Agent, shall be borne by such Lien Grantor.
(eH) The Company Upon the occurrence and during the continuance of any Event of Default, such Lien Grantor will, upon the request of the Collateral Agent, promptly notify (and such Lien Grantor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent or its designee.
(I) Without the prior written consent of the Required Lenders, such Lien Grantor will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant option or other right security interest with respect to, any Collateral except except, subject to the sale rights of inventory the Secured Parties hereunder if an Event of Default shall have occurred and be continuing, as permitted under the Credit Agreement. Upon any such permitted sale, exchange, assignment or other disposition of any asset (other than any such sale, exchange, assignment or other disposition to a Subsidiary), the Security Interests created hereby in such asset (but not in any Proceeds arising therefrom) shall cease immediately without any further action on the ordinary course part of the Collateral Agent or any other Secured Party, but the sale or disposal of obsolete equipment; or (BCollateral Agent shall comply with Section 17(C) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens")hereof.
(fJ) The Company On or prior to the Closing Date, such Lien Grantor will cause the Collateral Agent to be named as an additional insured and loss payee on each insurance policy required to be maintained pursuant to Section 5.03 of the Credit Agreement, including, without limitation, policies relating to any of its Inventory. Such Lien Grantor will deliver to the Collateral Agent, upon request of the Collateral Agent, the insurance policies for such insurance or certificates of insurance evidencing such coverage. Each such insurance policy shall (i) include effective waivers by the insurer of all claims for insurance premiums against the Collateral Agent or any Lender, (ii) provide for coverage to the Collateral Agent regardless of the breach by such Lien Grantor of any warranty or representation made therein, (iii) not be subject to co-insurance, (iv) provide that all insurance proceeds in excess of $1,000,000 per claim shall be adjusted with and payable to the Collateral Agent and (v) provide that no cancellation, termination or material modification thereof shall be effective until at least 30 days after receipt by the Collateral Agent of notice thereof. Such Lien Grantor hereby appoints the Collateral Agent as its attorney-in-fact to make proof of loss, claim for insurance and adjustments with insurers, and to execute or endorse all documents, checks or drafts in connection with payments made as a result of any insurance policies.
(K) It will, promptly upon request, provide to the Holder Collateral Agent all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Collateral Agent to enforce the provisions of the this Agreement.
(gL) The Company It will not file notify the Collateral Agent promptly if any amendment application or registration relating to any material Intellectual Property owned or termination licensed by it is reasonably likely to become abandoned or dedicated to the public, or of a financing statement naming any Company as debtor and Holder as secured partymaterially adverse determination or development (including, without limitation, the institution of, or any correction statement with respect theretosuch determination or development in, any proceeding in the United States Copyright Office, the United States Patent and Trademark Office or any jurisdictioncourt) regarding such Lien Grantor's ownership of such material Intellectual Property, its right to register or patent the same or its right to keep and maintain the same and (i) if any of such Lien Grantor's rights to any material Intellectual Property are infringed, misappropriated or diluted by a third party, such Lien Grantor shall notify the Collateral Agent within 30 days after it learns thereof and shall, unless such Lien Grantor shall reasonably determine that any such action would be of negligible value, economic or otherwise, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Lien Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.
Appears in 1 contract
Further Assurances Covenants. (a) The Company will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization or corporate structure in any manner unless it shall have given the Holder thirty (30) days prior written notice thereof, executed and delivered to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewith.
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments Each Grantor agrees that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company will, from time to time, at its own cost and expense, executesuch Grantor will promptly execute and deliver and will cause to be executed and delivered all further instruments and documents (including, deliverwithout limitation, file financing and record continuation statements, any statementfilings with the United States Patent and Trademark Office) and will take all further action and will cause all further action to be taken, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary, or that the Holder Collateral Agent may request, reasonably request in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate perfect and protect the security interest granted hereunder in the Collateral or to enable the Holder to obtain the full benefits of the Agreement, or to enable the Holder Collateral Agent to exercise and enforce any of its rights, powers rights and remedies hereunder with respect or to any of preserve, perfect and protect each Grantor's right, title and interest in and to the Collateral. To .
(b) Each Grantor hereby authorizes the extent Collateral Agent to file one or more financing or continuation statements, and amendments thereto, and take all such further action and execute all such further documents and instruments as may be reasonably necessary or desirable in order to create, preserve, perfect and protect the security interest in the Collateral without the signature of such Grantor where permitted by law. Whenever applicable law requires the signature of such Grantor on a document to be filed to preserve, Company perfect or protect the security interest in the Collateral, such Grantor hereby authorizes appoints the Holder Collateral Agent as such Grantor's attorney-in-fact, with full power of substitution, to execute and file financing statements, financing statement amendments or continuation statements without Companysign such Grantor's signature appearing thereonname on any such document. The Company Each Grantor agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient may be used as a financing statement. The Company shall Grantors shall, jointly and severally, pay the reasonable costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral. In addition, each Grantor will immediately deliver and pledge each Instrument to the Collateral Agent, appropriately endorsed to the Collateral Agent, provided that so long as no Event of Default shall have occurred and be continuing, such Grantor may retain for collection in the ordinary course any Instruments (other than checks and drafts constituting payments in respect of Accounts) received by it in the ordinary course of business and the Collateral Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instrument pledged by such Grantor available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate to the Collateral Agent, against trust receipt or like document).
(c) MiniMed shall deliver to the Collateral Agent the duly executed counterpart number 1 of the Master Lease and the Construction Agency Agreement after the execution and delivery thereof, together with a duly executed counterpart of the Parent Guaranty and Subsidiary Guaranty, which counterparts at all times shall be retained in the custody and possession of the Collateral Agent. In addition, MiniMed shall deliver to the Collateral Agent the duly executed counterpart number 1 of each amendment, modification, supplement or waiver made of or to the Master Lease or the Construction Agency Agreement and a duly executed counterpart of each amendment, modification, supplement or waiver made with respect to the Parent Guaranty and Subsidiary Guaranty, immediately after the execution and delivery thereof.
(d) The Company Each Grantor will not permit at all times keep accurate and complete books and records with respect to the Collateral and agrees that the Collateral Agent or its representative shall have the right at any time and from time to time to call at such Grantor's place of its tangible assets which are part business during normal business hours to inspect and examine the books and records of the Collateral to be in the possession of any other Person, except Grantor relating to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the CompanyCollateral and to make extracts therefrom and copies thereof.
(e) The Company No Grantor will not change the location of its chief executive office or principal place of business in any state unless it shall have given the Collateral Agent thirty (30) days prior notice thereof, executed and delivered to the Collateral Agent all financing statements and financing statement amendments which the Collateral Agent may request in connection therewith and delivered an opinion of counsel with respect thereto in accordance with Section 5(j) below. No Grantor shall change the locations, or establish new locations, where it keeps or holds any Collateral or any records relating thereto from the applicable locations described in the applicable Perfection Certificate unless such Grantor shall have given the Collateral Agent fifteen (15) days prior notice of such change of location, executed and delivered to the Collateral Agent all financing statements and financing statement amendments which the Collateral Agent may reasonably request in connection therewith and delivered an opinion of counsel with respect thereto in accordance with Section 5(j) below, and such Grantor shall have complied with any other requirement in this Agreement or any other Related Document relating to the location of any Collateral, provided, however, that each Grantor may keep Collateral at, or in transit to, any location described in the applicable Perfection Certificate. No Grantor shall in any event change the location, or establish new locations, of any Collateral if such change would cause the Security Interests in such Collateral to lapse or cease to be a perfected first priority Security Interest.
(f) No Grantor will change its name, identity or corporate structure in any manner unless it shall have given the Collateral Agent thirty (30) days prior notice thereof, executed and delivered to the Collateral Agent all financing statements and financing statement amendments which the Collateral Agent may reasonably request in connection therewith.
(g) If any Grantor's Collateral exceeding in value $500,000 in the aggregate is at any time in the possession or control of any warehouseman, bailee (other than a carrier transporting Inventory to a purchaser in the ordinary course of business) or any of such Grantor's agents or processors, such Grantor shall notify in writing such warehouseman, bailee, agent or processor of the Security Interests created hereby, shall obtain such warehouseman's, bailee's, agent's or processor's agreement in writing to hold all such Collateral for the Collateral Agent's account subject to the Collateral Agent's instructions, and shall cause such warehousemen, bailee, agent or processor to issue and deliver to the Collateral Agent warehouse receipts, bills of lading or any similar documents relating to such Collateral in the Collateral Agent's name and in form and substance acceptable to the Collateral Agent.
(h) No Grantor will (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right with respect to, any Collateral except that, subject to the sale rights of inventory the Collateral Agent and the Secured Parties hereunder if an Event of Default shall have occurred and be continuing, the Grantors may dispose of assets if such disposition is not prohibited by Section 14(m) of the Parent Guaranty or Section 8.13 of the Revolving Credit Agreement, whereupon, in the ordinary course or the case of such a disposition, sale or disposal exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such disposition, sale or exchange) shall cease immediately without any further action on the part of obsolete equipmentthe Collateral Agent; or (B) create, incur or suffer to exist any lien Lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(fi) The Company Each Grantor will, promptly upon request, provide to the Holder Collateral Agent all information and evidence it may reasonably request concerning the Collateral, to enable the Holder Collateral Agent to enforce the provisions of the this Agreement.
(gj) The Company will not file Prior to each date on which any amendment Grantor proposes to take any action contemplated by Section 5(e), upon the reasonable request of the Majority Secured Parties such Grantor shall, at its cost and expense, cause to be delivered to the Collateral Agent and the Secured Parties an opinion of counsel, reasonably satisfactory to the Collateral Agent, to the effect that all financing statements and amendments or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interests and priority thereof against all creditors of and purchasers from such Grantor have been filed in each filing office necessary for such purposes and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full. Collateral Agent and the Secured Parties shall only be entitled to the legal opinion referenced in this paragraph 5(j) if they determine that any jurisdictionchange in location discussed in Section 5(e) will affect the security interest of the Secured Parties reflected in the applicable financing statements.
Appears in 1 contract
Samples: Security Agreement (Minimed Inc)
Further Assurances Covenants. (aA) The Company Grantor will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization or corporate structure name in any manner unless it shall have given the Holder thirty Agent prior written notice thereof Grantor will not change the location of (30i) days its chief executive office or chief place of business or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the applicable location described in the Perfection Certificate unless it shall have given the Agent prior written notice thereof, executed and delivered . Grantor shall not in any event change the location of any Collateral if such change would cause the Security Interests in such Collateral to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewithlapse or cease to be perfected.
(bB) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Grantor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, notification, document, agreement or other paper and take any other action action, (including, without limitation, any filings of financing or continuation statements under the UCC or filings under the Federal Intellectual Property Laws) that from time to time may be necessaryreasonably necessary or desirable, or that the Holder Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Agent and the Lenders to obtain the full benefits of the this Agreement, or to enable the Holder Agent to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, Company Grantor hereby authorizes the Holder Agent to execute and file financing statements, financing statement amendments statements or continuation statements without CompanyGrantor's signature appearing thereon. The Company Grantor agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Grantor shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the CollateralCollateral in which Grantor purports to grant a Security Interest hereunder.
(dC) The Company will not permit If any of its tangible assets which are part of the Collateral to be is at any time in the possession or control of any other Personwarehouseman, except bailee or any of Grantor's agents or processors, Grantor shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Agent's account subject to the extent Agent's instructions.
(D) Grantor shall keep full and accurate books and records relating to the Collateral in which Grantor purports to grant a Security Interest hereunder, and stamp or otherwise xxxx such books and records in such manner as the Lenders or the Agent may reasonably require in order to reflect the Security Interests.
(E) Grantor will immediately deliver and pledge each Instrument to the Agent, appropriately endorsed to the Agent, provided that any tangible assets (for example, computer servers) are being managed by a third party so long as a part default -------- of Grantor on its obligations under the Guaranty has occurred and is continuing. Grantor may retain for collection in the ordinary course any Instruments received by it in the ordinary course of business and the Agent shall, promptly upon request of Grantor, make appropriate arrangements for making any other Instrument pledged by Grantor available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the Companyextent deemed appropriate to the Agent, against trust receipt or like document).
(eF) Grantor shall use its best efforts to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. Subject to the rights of the Agent and the Lenders hereunder if a default of Grantor on it's obligations under the Guaranty has occurred and is continuing, Grantor may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which Grantor finds appropriate in accordance with sound business judgment and (ii) a refund or credit due as a result of returned or damaged merchandise, all in accordance with Grantor's ordinary course of business consistent with its historical collection practices. The Company costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by Grantor or the Agent, shall be borne by Grantor.
(G) Upon the occurrence and during the continuance of any default under the Guaranty, Grantor will promptly notify (and Grantor hereby authorizes the Agent so to notify) each account debtor in respect of any Account or Instrument that such Collateral has been assigned to the Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Agent or its designee.
(H) Without the prior written consent of the Lenders and the Agent, Grantor will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral except that, subject to the sale rights of inventory the Agent and the Lenders hereunder if a default of Grantor on it's obligations under the Guaranty has occurred and is continuing, Grantor may sell, lease or exchange Inventory and surplus or worn-out Equipment in the ordinary course or of business, whereupon, in the case of such a sale or disposal exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens")Agent.
(fI) The Company willNo later than January 22, promptly upon request1999, provide Grantor will cause the Agent to be named as loss payee on each insurance policy covering risks relating to any of its Inventory and Equipment. Grantor will deliver to the Holder all information and evidence it may reasonably Agent, upon request concerning the Collateral, to enable the Holder to enforce the provisions of the AgreementAgent, the insurance policies for such insurance.
(gJ) The Company will not file any amendment From time to or termination time upon request by the Agent, Grantor shall, at its cost and expense, cause to be delivered to the Lenders an opinion of a financing statement naming any Company counsel satisfactory to the Agent as debtor and Holder to such matters relating to the transactions contemplated hereby as secured party, or any correction statement with respect thereto, in any jurisdictionthe Lenders may reasonably request.]
Appears in 1 contract
Samples: Security Agreement (Thermatrix Inc)
Further Assurances Covenants. Each Grantor covenants as follows:
(a) The Company It will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it permitted by Section 7.03 of the Credit Agreement and unless such Grantor shall have given the Holder thirty (30) days Collateral Agent prior written notice thereof, executed thereof and delivered to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewithan updated Perfection Certificate.
(b) The Company It will not merge change (i) the location of its chief executive office or consolidate intoprincipal place of business or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the applicable locations described in its Perfection Certificate (after the delivery of such Perfection Certificate), or transfer any of unless such Grantor shall have given the Collateral toAgent prior notice thereof. It will not in any event change the location of any Collateral owned by it if such change would cause the Security Interests in such Collateral to lapse or, any other Person other than another Companyif perfected prior to such change of location, without the prior written consent of the Holdercease to be perfected.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company It will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any Intellectual Property Filings and any filings of financing or continuation statements under the UCC) that from time to time may be necessaryreasonably necessary or desirable, or that the Holder Collateral Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests in such Grantor's Collateral or to enable the Holder Collateral Agent and the other Secured Parties to obtain the full benefits of the AgreementCollateral Documents, or to enable the Holder Collateral Agent to exercise and enforce any of its rights, powers and remedies hereunder thereunder with respect to any of the such Grantor's Collateral. To the extent permitted by applicable law, Company hereby such Grantor authorizes the Holder Collateral Agent to execute and file such financing statements, financing statement amendments statements or continuation statements without Companysuch Grantor's signature appearing thereon. The Company Such Grantor agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Such Grantor shall pay the costs of, or incidental to, any recording or filing of any such financing statements, financing statement amendments or continuation statements concerning in which it is named as the Collateraldebtor. Such Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file all Intellectual Property Filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until such Grantor's Collateral is released pursuant to Section 18.
(d) The Company will not permit At least 30 days before it takes any action contemplated by Section 5(a) or 5(b), such Grantor will, at its expense, cause to be delivered to the Collateral Agent an officer's certificate, in form and substance satisfactory to the Collateral Agent, to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interests against all creditors of and purchasers from such Grantor (except any continuation statements specified in such officer's certificate that are to be filed more than six months after the date thereof) have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid to the Collateral Agent or otherwise paid in full.
(e) If any of its tangible assets Collateral is at any time in the possession or control of any warehouseman, bailee or agent, such Grantor will notify such warehouseman, bailee or agent of the Security Interests and instruct it to hold all such Collateral for the Collateral Agent's account subject to the Collateral Agent's instructions.
(f) It shall keep full and accurate books and records relating to its Collateral, and stamp or otherwise xxxx such books and records in such manner as the Collateral Agent may reasonably request in order to reflect the Security Interests.
(g) It shall use its best efforts, consistent with past practices, to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of each of its Accounts (including, without limitation, Accounts which are part delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Accounts. Subject to the rights of the Collateral to Agent and the other Secured Parties hereunder if an Event of Default shall have occurred and be continuing, such Grantor may allow in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the Companytime or times of payment, or settlement for less than the total unpaid balance, which such Grantor finds appropriate in accordance with sound business judgment and (ii) refunds or credits, all in accordance with such Grantor's ordinary course of business consistent with its historical collection practices. The reasonable costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by such Grantor or the Collateral Agent, shall be borne by such Grantor.
(eh) The Company If an Enforcement Notice is in effect, such Grantor will, consistent with the terms of the Credit Agreement, the Interim Borrowing Order and the Borrowing Order, if requested to do so by the Collateral Agent, promptly notify (and such Grantor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any of its Accounts or Instruments that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent or its designee.
(i) Such Grantor will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral except the sale of inventory its Collateral; provided that, unless an Enforcement Notice is in effect, such Grantor may sell, lease or exchange its Inventory and surplus or worn-out Equipment in the ordinary course or of business and such Grantor may sell any of its Collateral if (x) the sale thereof does not violate any covenant in the Credit Agreement and (y) in the case of an Asset Sale, the Net Cash Proceeds thereof are applied to prepay Loans if required by and as provided in Section 2.08 of the Credit Agreement. Concurrently with any sale or disposal exchange permitted by the foregoing proviso, the Security Interests in the assets sold or exchanged (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of obsolete equipment; the Collateral Agent or (B) create, incur or suffer to exist any lien other Secured Party. Upon any such release of the Security Interests with respect to any particular Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (Collateral Agent will, at the "Permitted Liens")expense of the relevant Grantor, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such Security Interests.
(fj) The Company Such Grantor will, promptly upon request, provide to the Holder Collateral Agent all information and evidence it may reasonably request concerning the Collateral, its Collateral to enable the Holder Collateral Agent to enforce the provisions of the AgreementCollateral Documents.
(gk) The Company will not file Such Grantor shall notify the Collateral Agent promptly if it knows that any amendment application or registration relating to any material Intellectual Property owned or termination licensed by it may become abandoned or dedicated, or of a financing statement naming any Company as debtor and Holder as secured partyadverse determination or development (including, without limitation, the institution of, or any correction statement with respect theretosuch determination or development in, any proceeding in the United States Copyright Office, the United States Patent and Trademark Office or any jurisdictioncourt) regarding such Grantor's ownership of such material Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same. If any of such Grantor's rights to any material Intellectual Property are infringed, misappropriated or diluted by a third party, such Grantor shall notify the Collateral Agent within 30 days after it learns thereof and shall, unless such Grantor shall reasonably determine that any such action would be of negligible value, economic or otherwise, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.
Appears in 1 contract
Samples: Security Agreement (Mariner Post Acute Network Inc)
Further Assurances Covenants. To protect the security afforded by this Assignment, the Assignor agrees as follows:
(a) The Company will not change Assignor will, perform and comply with all of its name, taxpayer identification number, organizational number, identity, jurisdiction of organization or corporate structure in any manner unless it shall have given material obligations under the Holder thirty (30) days prior written notice thereof, executed and delivered to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewithAgreements.
(b) The Company will not merge or consolidate into, or transfer any of Without the Collateral to, any other Person other than another Company, without the prior written consent of the HolderAdministrative Agent on behalf of the Lenders (such consent not to be unreasonably withheld), the Assignor will not amend, modify, or otherwise change any material portion of the Agreements in a manner which could reasonably be expected to cause a Material Adverse Effect or terminate the Agreements. Any amendment, modification, other change or termination made in violation of the provisions of this Section 5(b) shall be void.
(c) The Company hereby authorizes HolderAt Assignor's sole cost and expense, Assignor shall appear in and defend any action or proceedings arising under, growing out of or in any manner connected with the obligations of Assignor under the Agreements unless the failure to so appear and defend could not reasonably be expected to cause a Material Adverse Effect.
(d) Should Assignor fail to perform or discharge its counsel obligations or duties under the Agreements as required under this Assignment, then the Administrative Agent may, but shall have no obligation to (and shall not thereby release Assignor from any obligation hereunder), perform or discharge any such obligation or duty to such extent as the Administrative Agent may deem reasonably necessary or advisable to protect the security provided hereby, including appearing in and defending any action or proceeding purporting to affect the security hereof and the rights or powers of Administrative Agent, on behalf of itself and the Lenders hereunder. In exercising any such powers, the Administrative Agent may pay necessary or advisable costs, and reasonable attorneys fees (including attorneys' fees, paralegals' fees and expenses) and all such expenses paid or incurred by Administrative Agent shall be additional Obligations of the Assignor payable upon demand, and shall bear interest at the default rate of interest set forth in the Credit Agreement.
(e) Upon the Administrative Agent's exercise of its representativerights hereunder or any other succession of the Administrative Agent, at any time and from time to timeon behalf of the Lenders, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company role of "occupant" under the Agreement. The Company Agreements, the Administrative Agent, on behalf of the Lenders, shall have the right to assign its rights and interest in the Agreements.
(f) Assignor will, from time to time, at its expense, do and perform any other act or acts and will execute, deliveracknowledge, file deliver and file, register, record and deliver (and will refile, reregister, rerecord and deliver whenever required) any statementand all further instruments, assignmentincluding any extensions and renewals thereof, instrumentrequired by law or reasonably requested by the Administrative Agent in order to confirm, documentor further assure, agreement or other paper the interests of Administrative Agent, on behalf of the Lenders hereunder. In addition, upon the written request of the Administrative Agent, Assignor shall use its best efforts to obtain the written consent to this Assignment of the Owner and take any other action that lender, mortgagee, or any other party having an interest in the premises in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent may from time to time may be necessary, or that the Holder may request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder or to enable the Holder to obtain the full benefits of the Agreement, or to enable the Holder to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by law, Company hereby authorizes the Holder to execute and file financing statements, financing statement amendments or continuation statements without Company's signature appearing thereon. The Company agrees that a carbon, photographic, photostatic or other reproduction of the Agreement or of a financing statement is sufficient as a financing statement. The Company shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(d) The Company will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Company.
(e) The Company will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right with respect to, any Collateral except the sale of inventory in the ordinary course or the sale or disposal of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(f) The Company will, promptly upon request, provide to the Holder all information and evidence it may reasonably request concerning the Collateral, to enable the Holder to enforce the provisions of the Agreementrequire.
(g) The Company will Assignor agrees to pay, and to indemnify and save the Administrative Agent and the Lenders harmless from, any and all liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses)
(i) with respect to, or resulting from, any and all excise, sales or other taxes which may be payable or determined to be payable with respect to the Agreements, (ii) with respect to, or resulting from, complying with any Applicable Law applicable to the Agreements or (iii) in connection with any of the transactions contemplated by this Assignment; provided, that said indemnification shall not file apply to the extent any amendment to such liabilities, costs and expenses result from the gross negligence or willful misconduct of the Administrative Agent or any Lender. The obligations of the Assignor under this Section 5(g) shall survive the termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect thereto, in any jurisdictionthe other provisions of this Assignment.
Appears in 1 contract
Further Assurances Covenants. (aA) The Company Borrower will not change (i) its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure or the location of its chief executive office or chief place of business in any manner or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the current location of such Collateral unless it such Collateral shall have a value of less than $250,000 unless, in each case, Borrower shall have given the Holder thirty (30) days Agent prior written notice thereof, executed and delivered . Borrower shall not in any event change the location of any Collateral if such change would cause the Security Interests in such Collateral to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewithlapse or cease to be perfected.
(bB) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Borrower will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, notification, document, agreement or other paper and take any other action action, (including, without limitation, any filings of financing or continuation statements under the UCC or filings under the Federal Intellectual Property Laws) that from time to time may be necessaryreasonably necessary or desirable, or that the Holder Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Agent and the Lenders to obtain the full benefits of the this Agreement, or to enable the Holder Agent to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, Company Borrower hereby authorizes the Holder Agent to execute and file financing statements, financing statement amendments statements or continuation statements without CompanyBorrower's signature appearing thereon. The Company Borrower agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Borrower shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the CollateralCollateral in which Borrower purports to grant a Security Interest hereunder.
(dC) The Company will not permit If any of its tangible assets which are part of the Collateral to be is at any time in the possession or control of any other Personwarehouseman, except bailee or any of Borrower's agents or processors, Borrower shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Agent's account subject to the extent Agent's instructions.
(D) Borrower shall keep full and accurate books and records relating to the Collateral in which Borrower purports to grant a Security Interest hereunder, and stamp or otherwise xxxx such books and records in such manner as the Lenders or the Agent may reasonably require in order to reflect the Security Interests.
(E) Borrower will immediately deliver and pledge each Instrument to the Agent, appropriately endorsed to the Agent, provided that so long as no -------- Event of Default shall have occurred and be continuing under the Credit Agreement. Borrower may retain for collection in the ordinary course any tangible assets (for example, computer servers) are being managed Instruments received by a third party as a part of it in the ordinary course of business and the Agent shall, promptly upon request of Borrower, make appropriate arrangements for making any other Instrument pledged by Borrower available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the Companyextent deemed appropriate to the Agent, against trust receipt or like document).
(eF) Borrower shall use its best efforts to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. Subject to the rights of the Agent and the Lenders hereunder if an Event of Default under the Credit Agreement shall have occurred and be continuing, Borrower may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which Borrower finds appropriate in accordance with sound business judgment and (ii) a refund or credit due as a result of returned or damaged merchandise, all in accordance with Borrower's ordinary course of business consistent with its historical collection practices. The Company costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by Borrower or the Agent, shall be borne by Borrower.
(G) Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, Borrower will promptly notify (and Borrower hereby authorizes the Agent so to notify) each account debtor in respect of any Account or Instrument that such Collateral has been assigned to the Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Agent or its designee.
(H) Without the prior written consent of the Lenders and the Agent, Borrower will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral except that, subject to the sale rights of inventory the Agent and the Lenders hereunder if an Event of Default shall have occurred and be continuing under the Credit Agreement, Borrower may sell, lease, exchange, assign or otherwise dispose of Collateral pursuant to Section 7.3 (c) of the Credit Agreement, whereupon, in the ordinary course or the case of such a sale or disposal of obsolete equipment; exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or (Bexchange) create, incur or suffer to exist shall cease immediately without any lien with respect to any Collateral, except for further action on the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(f) The Company will, promptly upon request, provide to the Holder all information and evidence it may reasonably request concerning the Collateral, to enable the Holder to enforce the provisions part of the AgreementAgent.
(g) The Company will not file any amendment to or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect thereto, in any jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Thermatrix Inc)
Further Assurances Covenants. (a) The Company Obligor will not change its state of incorporation unless it shall have (i) given the Agent 30 days prior notice thereof, (ii) executed and delivered to the Agent for the benefit of the Lenders all financing statements and financing statement amendments that the Agent may request in connection therewith. The Obligor shall not change the locations, or establish new locations, where it keeps or holds any Collateral or any records relating thereto unless the Obligor shall have (x) given the Agent 15 days prior notice of such change of location, (y) executed and delivered to the Agent for the benefit of the Lenders all financing statements and financing statement amendments that the Agent may request in connection therewith and (z) complied with any other requirements in this Agreement relating to the location of any Collateral. The Obligor shall not in any event change the location, or establish a new location, of any Collateral if such change would cause the Security Interests in such Collateral to lapse or cease to be perfected first priority Security Interests.
(b) The Obligor will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it shall have (i) given the Holder thirty (30) Agent 30 days prior written notice thereof, and (ii) executed and delivered to the Holder Agent for the benefit of the Lenders all financing statements and financing statement amendments which that the Holder Agent may request in connection therewith.
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Obligor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement agreement, or other paper and take any other action (including, without limitations, any filings of financing or continuation statements under the UCC) that from time to time may be necessary, or that the Holder Agent may request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Agent to obtain for the Lenders the full benefits of the this Agreement, or to enable the Holder Agent for the benefit of the Lenders to exercise and enforce any of its the rights, powers and remedies hereunder provided for herein with respect to any of the Collateral. To the extent permitted by law, Company the Obligor hereby authorizes the Holder Agent to execute and file financing statements, financing statement amendments or continuation statements without Company's the Obligor’s signature appearing thereon. The Company Obligor agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Obligor shall pay the all costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(d) The Company Obligor will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Company.
(e) The Company will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant option or other right with respect to, any Collateral except the sale of inventory Collateral, other than in the ordinary course or the sale or disposal Ordinary Course of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens")Business.
(fe) The Company Obligor will, promptly upon request, provide to the Holder Agent all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Agent to enforce for the benefit of the Lenders the provisions of the this Agreement.
(g) The Company will not file any amendment to or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect thereto, in any jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Ucn Inc)
Further Assurances Covenants. Each Lien Grantor covenants as follows:
(a) The Company It will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it permitted by Section 7.03 of the Credit Agreement and unless such Lien Grantor shall have given the Holder thirty (30) days Collateral Agent prior written notice thereof, executed thereof and delivered to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewithan updated Perfection Certificate.
(b) The Company It will not merge change the location of (i) its chief executive office or consolidate intochief place of business or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the applicable locations described in its Perfection Certificate (after the delivery of such Perfection Certificate), or transfer any of unless such Lien Grantor shall have given the Collateral toAgent prior notice thereof. It will not in any event change the location of any Collateral owned by it if such change would cause the Security Interests in such Collateral to lapse or, any other Person other than another Companyif perfected prior to such change of location, without the prior written consent of the Holdercease to be perfected.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company It will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any Intellectual Property Filings and any filings of financing or continuation statements under the UCC) that from time to time may be necessarynecessary or desirable, or that the Holder Collateral Agent may request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests in such Lien Grantor's Collateral or to enable the Holder Collateral Agent and the other Secured Parties to obtain the full benefits of the AgreementCollateral Documents, or to enable the Holder Collateral Agent to exercise and enforce any of its rights, powers and remedies hereunder thereunder with respect to any of the such Lien Grantor's Collateral. To the extent permitted by applicable law, Company hereby such Lien Grantor authorizes the Holder Collateral Agent to execute and file such financing statements, financing statement amendments statements or continuation statements without Companysuch Lien Grantor's signature appearing thereon. The Company Such Lien Grantor agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Such Lien Grantor shall pay the costs of, or incidental to, any recording or filing of any such financing statements, financing statement amendments or continuation statements concerning in which it is named as the Collateraldebtor. Such Lien Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file all Intellectual Property Filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until such Lien Grantor's Collateral is released pursuant to Section 18.
(d) The Company Within 30 days after the Closing Date, it will (i) sign and deliver to the Collateral Agent any Intellectual Property Security Agreement necessary to grant Security Interests in any Intellectual Properties owned by it that are not permit covered by the Security Interests granted in any previous Intellectual Property Security Agreements so signed and delivered by it and (ii) make all Intellectual Property Filings reasonably necessary to record the Security Interests in such Intellectual Properties.
(e) At least 30 days before it takes any action contemplated by Section 5(a) or 5(b), such Lien Grantor will, at its expense, cause to be delivered to the Collateral Agent an officer's certificate, in form and substance satisfactory to the Collateral Agent, to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interests against all creditors of and purchasers from such Lien Grantor (except any continuation statements specified in such officer's certificate that are to be filed more than six months after the date thereof) have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(f) If any of its tangible assets Collateral is at any time in the possession or control of any warehouseman, bailee or agent, such Lien Grantor will notify such warehouseman, bailee or agent of the Security Interests and instruct it to hold all such Collateral for the Collateral Agent's account subject to the Collateral Agent's instructions.
(g) It shall keep full and accurate books and records relating to its Collateral, and stamp or otherwise xxxx such books and records in such manner as the Collateral Agent may reasonably request in order to reflect the Security Interests.
(h) It shall use its best efforts to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of each of its Accounts (including, without limitation, Accounts which are part delinquent, such Accounts to be collected in accordance with B-13 lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Accounts. Subject to the rights of the Collateral to Agent and the other Secured Parties hereunder if an Event of Default shall have occurred and be continuing, such Lien Grantor may allow in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the Companytime or times of payment, or settlement for less than the total unpaid balance, which such Lien Grantor finds appropriate in accordance with sound business judgment and (ii) refunds or credits, all in accordance with such Lien Grantor's ordinary course of business consistent with its historical collection practices. The costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by such Lien Grantor or the Collateral Agent, shall be borne by such Lien Grantor.
(ei) The Company If an Enforcement Notice is in effect, such Lien Grantor will, consistent with the terms of the Credit Agreement, the Interim Borrowing Order and the Borrowing Order, if requested to do so by the Collateral Agent, promptly notify (and such Lien Grantor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any of its Accounts or Instruments that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent or its designee.
(j) Such Lien Grantor will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral except the sale of inventory its Collateral; provided that, unless an Enforcement Notice is in effect, ? such Lien Grantor may sell, lease or exchange its Inventory and surplus or worn-out Equipment in the ordinary course or of business and ? such Lien Grantor may sell any of its Collateral if (x) the sale thereof does not violate any covenant in the Credit Agreement and (y) in the case of an Asset Sale, the Net Cash Proceeds thereof are applied to prepay Loans if required by and as provided in Section 2.08 of the Credit Agreement. Concurrently with any sale or disposal exchange permitted by the foregoing proviso, the Security Interests in the assets sold or exchanged (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of obsolete equipment; the Collateral Agent or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens")other Secured Party.
(fk) The Company Such Lien Grantor will, promptly upon request, provide to the Holder Collateral Agent all information and evidence it may reasonably request concerning the Collateral, its Collateral to enable the Holder Collateral Agent to enforce the provisions of the AgreementCollateral Documents.
(gl) The Company will not file Such Lien Grantor shall notify the Collateral Agent promptly if it knows that any amendment application or registration relating to any material Intellectual Property owned or termination licensed by it may become abandoned or dedicated, or of a financing statement naming any Company as debtor and Holder as secured partyadverse determination or development (including, without limitation, the institution of, or any correction statement with respect theretosuch determination or development in, any proceeding in the United States Copyright Office, the United States Patent and Trademark Office or any jurisdictioncourt) regarding such Lien Grantor's ownership of such material Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same. If any of such Lien Grantor's rights to any material Intellectual Property are infringed, misappropriated or diluted by a third party, such Lien Grantor shall notify the Collateral Agent within 30 days after it learns thereof and shall, unless such Lien Grantor shall reasonably determine that any such action would be of negligible value, economic or otherwise, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Lien Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.
Appears in 1 contract
Samples: Debt Agreement (Vencor Inc)
Further Assurances Covenants. (aA) The Company No Grantor will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it shall have given the Holder thirty Collateral Agent not less than 30 days' prior notice thereof and, if requested by the Collateral Agent, delivered an opinion of counsel with respect thereto in accordance with Section 4(L). No Grantor will change the location of (30i) days its chief executive office or chief place of business or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the applicable location described in the Perfection Certificate unless it shall have given the Collateral Agent not less than 30 days' prior written notice thereofthereof and, executed and if requested by the Collateral Agent, delivered an opinion of counsel with respect thereto in accordance with Section 4(L). The Grantors shall not in any event change the location of any Collateral if such change would cause the Security Interests in such Collateral to lapse or cease to be perfected, it being understood, however, that the Grantors shall be able to transfer cash to the Holder all financing statements extent permitted by the other provisions of this Agreement and financing statement amendments which the Holder may request in connection therewithother Loan Documents.
(bB) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Each Grantor will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action action, (including, without limitation, any filings with the United States Patent and Trademark Office, any filings with the United States Copyright Office, any filings with the Interstate Commerce Commission, any filings of financing or continuation statements under the UCC and any filings in, or agreements governed by the laws of, foreign jurisdictions) that from time to time may be necessary, or that the Holder Collateral Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Collateral Agent and the Lenders to obtain the full benefits of the this Agreement, or to enable the Holder Collateral Agent to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, Company each Grantor hereby authorizes the Holder Collateral Agent to execute and file financing statements, financing statement amendments statements or continuation statements without Companysuch Grantor's signature appearing thereon. The Company agrees Grantors agree that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Grantors shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(dC) The Company will not permit If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of a Grantor's agents or processors, such Grantor, if any Event of Default shall have occurred and be continuing and if requested to do so by the Collateral Agent acting on the instructions of the Required Lenders, shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Collateral Agent's account subject to the Collateral Agent's instructions.
(D) Each Grantor shall keep full and accurate books and records relating to the Collateral, and stamp or otherwise xxxx such books and records in such manner as the Required Lenders may reasonably require in order to reflect the Security Interests.
(E) Each Grantor will immediately deliver and pledge each Instrument to the Collateral Agent, appropriately endorsed to the Collateral Agent, provided that so long as no Event of Default shall have occurred and be continuing, each Grantor may retain for collection in the ordinary course any Instruments received by it in the ordinary course of business, and the Collateral Agent shall, promptly upon request of a Grantor, make appropriate arrangements for making any other Instrument pledged by such Grantor available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate to the Collateral Agent, against trust receipt or like document).
(F) Each Grantor shall use all reasonable efforts to cause to be collected from its tangible assets account debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are part delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. Subject to the rights of the Collateral to Agent and the Lenders hereunder if an Event of Default shall have occurred and be continuing, each Grantor may allow in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the Companytime or times of payment, or settlement for less than the total unpaid balance, which such Grantor finds appropriate in accordance with sound business judgment and (ii) a refund or credit due as a result of returned or damaged merchandise, all in accordance with such Grantor's ordinary course of business consistent with its or the Borrower's historical collection practices. The costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by the Grantors or the Collateral Agent, shall be borne by the Grantors.
(eG) Upon the occurrence and during the continuance of any Event of Default, upon request of the Required Lenders through the Collateral Agent, each Grantor will promptly notify (and each Grantor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any Account or Instrument that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent or its designee.
(H) Each Grantor shall, (i) as soon as practicable after the date hereof, in the case of Equipment now owned in which a security interest is perfected by a notation on the certificate of title or similar evidence of the ownership of such goods and (ii) within 10 days of acquiring any other similar Equipment, in each case, (a) having a value in excess of $100,000, or (b) having a value in excess of $50,000, if the aggregate of all such items owned by the Grantors at any time is greater than $500,000, deliver to the Collateral Agent any and all certificates of title, applications for title or similar evidence of ownership of such Equipment and shall cause the Collateral Agent to be named as lienholder on any such certificate of title or other evidence of ownership. Each Grantor shall promptly inform the Collateral Agent of any additions to or deletions from the Equipment exceeding $250,000 in the aggregate and shall not permit any such items to become a fixture to real estate except pursuant to the Mortgages or an accession to other personal property except such other property that is Collateral.
(I) Each Grantor shall as soon as practicable after the date hereof, at its own cost and expense, cause to be plainly, distinctly, permanently and conspicuously placed, fastened or painted upon each side of each item of Rolling Stock a legend bearing such words as the Collateral Agent may request indicating the Lien over and security interest in such Rolling Stock created hereby in letters not less than one inch in height. The Company Grantors may permit the Rolling Stock to be operated within the United States, but shall not permit the Rolling Stock to be operated outside the boundaries of the continental United States.
(J) Subject to Section 12, without the prior written consent of the Required Lenders, no Grantor will not (Aa) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral, except to the extent permitted by Section 5.07 of the Credit Agreement, subject to the rights of the Collateral except Agent and the sale Lenders hereunder if an Event of inventory Default shall have occurred and be continuing, whereupon, in the ordinary course or the case of such a sale or disposal exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of obsolete equipmentthe Collateral Agent; or (Bb) create, incur or suffer to exist any lien Lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(fK) The Company Prior to the Initial Borrowing Date under the Credit Agreement, each Grantor will cause the Collateral Agent to be named as an insured party on each insurance policy covering risks relating to any of its Inventory and Equipment. Each Grantor will deliver to the Collateral Agent, upon request of the Collateral Agent, the insurance policies for such insurance or certificates of insurance evidencing such coverage. Each such insurance policy shall include effective waivers by the insurer of all claims for insurance premiums against the Collateral Agent or any Lender, provide for coverage to the Collateral Agent regardless of the breach by relevant Grantor of any warranty or representation made therein, not be subject to co-insurance, and provide that no cancellation, termination or material modification thereof shall be effective until at least 30 days (or, in the case of non-payment of premiums, at least 10 days) after receipt by the Collateral Agent of notice thereof.
(L) Each Grantor will, promptly upon request, provide to the Holder Collateral Agent all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Collateral Agent to enforce the provisions of the this Agreement.
(gM) The Company will not file Each Grantor shall notify the Collateral Agent promptly if it knows, or has reason to know, that any amendment application or registration relating to any Copyright, Patent or termination Trademark may become abandoned. In the event that any Grantor receives notice of or becomes aware that any right to a financing statement naming any Company as debtor and Holder as secured Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License has been infringed, misappropriated or diluted by a third party, such Grantor shall notify the Collateral Agent promptly after it learns thereof and shall, unless such Grantor shall reasonably determine that any such action would be of insufficient economic value, promptly take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License. Within thirty (30) days after having filed an application for the registration of any Copyright with the United States Copyright Office or any correction statement Patent or Trademark with respect the United States Patent and Trademark Office, or with any similar office or agency in any other country or any political subdivision thereof, upon request of the Collateral Agent, each Grantor shall execute and deliver any and all agreements, instruments, documents and papers the Collateral Agent may request to evidence the Security Interests in such Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. Each Grantor hereby appoints the Collateral Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, shall be irrevocable until the Secured Obligations are paid in full. The Collateral Agent shall provide copies to each Grantor of any writings in which the Collateral Agent has acted as attorney-in-fact within 30 days after the execution of such writings.
(N) Not more than four months nor less than 10 days prior to (i) as to all Collateral, each anniversary of the date hereof during the term of the Credit Agreement, if requested to do so by the Collateral Agent acting on the instructions of the Required Lenders, and (ii) as to the Collateral affected by such action, each date on which it proposes to take any action contemplated by Section 4(A), each Grantor shall, if requested by the Collateral Agent, and at such Grantor's cost and expense, cause to be delivered to the Lenders an opinion of counsel, satisfactory to the Collateral Agent, substantially in the form of Exhibit B to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interests, to the extent such Security Interests can be perfected by recording or filing, for a period, specified in such opinion, continuing until a date not earlier than six months from the date of such opinion, against all creditors of and purchasers from such Grantor have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(O) Within five (5) Business Days of entering into, amending, modifying or terminating any jurisdictionRolling Stock Lease, each Grantor will deliver a copy of such Rolling Stock Lease, amendment or modification or notice of such termination to the Collateral Agent.
(P) From time to time upon request by the Collateral Agent, each Grantor shall, at its cost and expense, cause to be delivered to the Lenders an opinion of counsel satisfactory to the Collateral Agent as to such matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request.
(Q) This Agreement is made with full recourse to such Grantor and pursuant to and upon all the warranties, representations, covenants, and agreements on the part of such Grantor contained herein, in the Derivatives Obligations Agreements and otherwise in writing in connection herewith or therewith.
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Further Assurances Covenants. (a) The Company Each Debtor will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner or change the location of (i) its chief executive office or chief place of business, or (ii) the locations where it keeps or holds any Collateral from the applicable location described in the Perfection Certificate unless it shall have given the Holder thirty (30) Collateral Agent 30 days prior written notice thereof, executed shall have taken all such action as the Collateral Agent shall reasonably deem necessary to maintain at all times the perfection of the Security Interests in the Collateral granted hereunder and shall have delivered to the Holder all financing statements and financing statement amendments which the Holder may request an opinion of counsel with respect thereto in connection therewithaccordance with Section 4(h).
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Each Debtor will, from time to time, at its expense, execute, deliver, file and record any statement, notice, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC and any Intellectual Property Filings, and, solely with respect to any Material Government Contract, any such document or action in respect of the Assignment of Claims Act) that from time to time may be necessarynecessary or desirable, or that the Holder Collateral Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Collateral Agent and the Secured Parties to obtain the full benefits of the this Agreement, or to enable the Holder Collateral Agent to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, Company each Debtor hereby authorizes the Holder Collateral Agent to execute and file financing statements, financing statement amendments statements or continuation statements or Intellectual Property Filings without Companysuch Debtor's signature appearing thereon. The Company Each Debtor agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Each Debtor shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(c) Each Debtor will maintain its qualification to do business and all necessary licenses, permits and other governmental authorizations necessary in any jurisdiction to enable such Debtor to perform its obligations in respect of the Receivables of such Debtor and to administer, service and collect such Receivables.
(d) The Company Each Debtor will not permit not, without the consent of the Required Banks, change its credit or collection policies in a manner that is reasonably likely to impair the collectability of the Receivables of such Debtor.
(e) Each Debtor will keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark xxxh books and records in such manner as the Required Banks may reasonably require in order to reflect the Security Interests.
(f) Each Debtor shall use all commercially reasonable efforts to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of its tangible assets each Receivable of such Debtor (including, without limitation, Receivables which are part delinquent, such Receivables to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivables. Subject to the rights of the Collateral to Agent and the Secured Parties hereunder if an Event of Default shall have occurred and be continuing, each Debtor may allow in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business as adjustments to amounts owing under the Receivables of such Debtor (i) an extension or renewal of the Companytime or times of payment, or settlement for less than the total unpaid balance and (ii) a refund, credit or other adjustment due as a result of returned, damaged, or non-conforming merchandise, products or services, all in accordance with such Debtor's sound business judgment. The costs and expenses (including, without limitation, reasonable attorney's fees) of collection, whether incurred by such Debtor or the Collateral Agent, shall be borne by such Debtor.
(eg) The Company will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right with respect to, any Collateral except the sale of inventory in the ordinary course or the sale or disposal of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(f) The Company Each Debtor will, promptly upon request, provide to the Holder Collateral Agent all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Collateral Agent to enforce the provisions of the this Agreement.
(gh) The Company Not more than six months nor less than 30 days prior to each date on which any Debtor proposes to take any action in connection with which an opinion of counsel is to be delivered pursuant to Section 4(a), such Debtor shall, at its cost and expense, cause to be delivered to the Secured Parties an opinion of counsel, reasonably satisfactory to the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to continue the perfection of the Security Interests in the Collateral following the proposed action by such Debtor have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(i) Within 30 days after entering into any Material Government Contract, such Debtor shall deliver to such government agency an instrument of assignment duly completed and executed by such Debtor substantially in the form of Exhibit E-1 hereto.
(j) If any Collateral of any Debtor is at any time in the possession or control of any warehouseman, bailee or any of such Debtor's agents or processors, such Debtor shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Collateral Agent's account subject to the Collateral Agent's instructions.
(k) Each Debtor will not file immediately deliver and pledge each Instrument to the Collateral Agent, appropriately endorsed to the Collateral Agent, provided that so long as no Event of Default shall have occurred and be continuing, each Debtor may retain for collection in the ordinary course any amendment Instruments (other than checks and drafts constituting payments in respect of Receivables of such Debtor described in clauses (x) or (y) of Section 5(b), as to which the provisions of such Section shall apply) received by it in the ordinary course of business and the Collateral Agent shall, promptly upon request of such Debtor, make appropriate arrangements for making any other Instrument pledged by such Debtor available to it for purposes of presentation, collection or termination renewal (any such arrangement to be effected, to the extent deemed appropriate to the Collateral Agent, against trust receipt or like document).
(l) Each Debtor shall notify the Collateral Agent promptly if it knows that any application or registration relating to any material Intellectual Property owned or licensed by such Debtor may become abandoned or dedicated, or of a financing statement naming any Company as debtor and Holder as secured partyadverse determination or development (including, without limitation, the institution of, or any correction statement such determination or development in, any proceeding in the United States Copyright Office, the United States Patent and Trademark Office or any court) regarding such Debtor's ownership of such material Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same. If any of such Debtor's rights to any material Intellectual Property are infringed, misappropriated or diluted by a third party, such Debtor shall notify the Collateral Agent within 30 days after it learns thereof and shall take all actions as such Debtor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.
(m) On the date on which each Debtor becomes a party to this Agreement, such Debtor will execute and deliver to the Collateral Agent Intellectual Property Security Agreements with respect theretoto all Intellectual Property then owned by it. Within 30 days after each March 31 and September 30 thereafter, each such Debtor will execute and deliver to the Collateral Agent any Intellectual Property Security Agreement necessary to grant Security Interests in any jurisdictionIntellectual Property owned by it on such March 31 or September 30 that are not covered by the Security Interests granted in any previous Intellectual Property Security Agreements so executed and delivered by it. In each case, each such Debtor will promptly make all Intellectual Property Filings necessary to record the Security Interests in such Intellectual Property.
Appears in 1 contract
Further Assurances Covenants. (a) The Company Subsidiary Borrower will not change (i) its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it shall have given the Holder thirty (30) days Administrative Agent not less than 10 days' prior written notice thereof, executed thereof and delivered an opinion of counsel with respect thereto in accordance with Section 4(h); (ii) the location of its chief executive office or chief place of business from a location described in its Perfection Certificate to a location not described in its Perfection Certificate unless it shall have given the Holder all financing statements Administrative Agent not less than 30 days' prior written notice thereof and financing statement amendments which delivered an opinion of counsel with respect thereto in accordance with Section 4(h); or (iii) the Holder may request locations where it keeps or holds any Collateral (other than Inventory in connection therewithtransit) or any records relating thereto from a location described in its Perfection Certificate to a location not described in its Perfection Certificate unless it gives the Administrative Agent written notice within 10 days thereof and delivers an opinion of counsel with respect thereto in accordance with Section 4(h). The Subsidiary Borrower shall not in any event change the location of any Collateral if such change would cause the Security Interests in such Collateral to lapse or cease to be perfected.
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Subsidiary Borrower will, from time to time, at its expenseexpense and in such manner and form as the Administrative Agent may require, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC) that from time to time may be necessarynecessary or desirable, or that the Holder Administrative Agent may request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Administrative Agent and the other Secured Parties to obtain the full benefits of the this Agreement, or to enable the Holder Administrative Agent to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, Company the Subsidiary Borrower hereby authorizes the Holder Administrative Agent to execute and file financing statements, financing statement amendments statements or continuation statements without Companythe Subsidiary Borrower's signature appearing thereon. The Company Subsidiary Borrower agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Subsidiary Borrower shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(c) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Subsidiary Borrower's agents or processors upon the occurrence and during the continuance of an Event of Default and upon the written request of the Administrative Agent, the Subsidiary Borrower shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Administrative Agent's account subject to the Administrative Agent's instructions.
(d) The Company will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except Subsidiary Borrower shall keep full and accurate books and records relating to the extent that any tangible assets (for exampleCollateral, computer servers) are being managed by a third party and stamp or otherwise xxxx such books and records in such manner as a part of the ordinary course of business of Required Lenders may reasonably require in order to reflect the CompanySecurity Interests.
(e) The Company Without the prior written consent of the Required Lenders, the Subsidiary Borrower will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral except that, subject to the sale rights of inventory the Administrative Agent and the other Secured Parties hereunder if an Event of Default shall have occurred and be continuing, the Subsidiary Borrower may (x) sell, lease or exchange Inventory in the ordinary course of business and (y) consummate any Asset Sale or other disposition of assets permitted by the sale or disposal terms of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens")Credit Agreement.
(f) Within 10 days following the execution of this Agreement, the Subsidiary Borrower will cause the Administrative Agent to be named as an insured party and loss payee on each insurance policy covering risks relating to any of its Inventory. The Company Subsidiary Borrower will deliver to the Administrative Agent, upon request of the Administrative Agent, the insurance policies for such insurance or certificates of insurance evidencing such coverage. Each such insurance policy shall include effective waivers by the insurer of all claims for insurance premiums against the Administrative Agent or any other Secured Party, provide for coverage to the Administrative Agent regardless of the breach by the Subsidiary Borrower of any warranty or representation made therein, not be subject to co-insurance, provide that upon the occurrence and during the continuance of an Event of Default, all insurance proceeds in excess of $200,000 per claim shall be adjusted with and payable to the Administrative Agent and provide that no cancellation, termination or material modification thereof shall be effective until at least 30 days after receipt by the Administrative Agent of notice thereof. The Subsidiary Borrower hereby appoints the Administrative Agent as its attorney-in-fact to make proof of loss, claim for insurance and adjustments with insurers, and to execute or endorse all documents, checks or drafts in connection with payments made as a result of any insurance policies.
(g) The Subsidiary Borrower will, promptly upon request, provide to the Holder Administrative Agent all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Administrative Agent to enforce the provisions of the this Agreement.
(gi) The Company will not file any amendment Not more than six months prior to or termination 10 days after each date on which the Subsidiary Borrower proposes to take any action contemplated by Section 4(a)(i) or Section 4(a)(iii) and (ii) not more than six months nor less than 30 days prior to each date on which the Subsidiary Borrower proposes to take any action contemplated by Section 4(a)(ii), the Subsidiary Borrower shall, at the Subsidiary Borrower's cost and expense, cause to be delivered to the Secured Parties an opinion of a counsel, satisfactory to the Administrative Agent, substantially in the form of Exhibit B to the effect that all financing statement naming any Company as debtor statements and Holder as secured party, amendments or any correction statement with respect supplements thereto, continuation statements and other documents required to be recorded or filed in any jurisdictionorder to perfect and protect the Security Interests for a period, specified in such opinion, continuing until a date not earlier than eighteen months from the date of such opinion, against all creditors of and purchasers from the Subsidiary Borrower have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full; PROVIDED that if such opinion states that the only recordings or filings required in order to perfect and protect the Security Interests are continuation statements, such opinion need only address such perfection and protection of the Security Interests for a period, specified in such opinion, continuing until a date not earlier than six months from the date of such opinion.
Appears in 1 contract
Samples: Security Agreement (Coleman Co Inc)
Further Assurances Covenants. The Company covenants as follows:
(aA) The Company will not not, without giving the Secured Party 60 days prior written notice, change (i) the locations of its places of business and its chief executive office or (ii) the locations where it keeps or holds the Collateral or records relating thereto from the applicable locations described in the Perfection Certificate, or (iii) its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it shall have given manner. In the Holder thirty (30) days prior written notice thereofevent of any such change, executed and delivered to the Holder all financing statements and financing statement amendments which the Holder may request in connection therewith.
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representativeshall, at any time its cost and from time expense, cooperate with the Secured Party and cause to timebe filed or recorded additional financing statements, amendments or supplements to file existing financing statements, continuation statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable other documents required to be recorded or filed in order to perfect and protect the security interests granted by Company under the Agreement. Security Interests.
(B) The Company will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC) that the Secured Party may from time to time may reasonably determine to be necessary, necessary or that the Holder may request, desirable in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Secured Party to obtain the full benefits of the this Agreement, or to enable the Holder Secured Party to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by law, the Company hereby authorizes the Holder Secured Party to execute and file financing statements, financing statement amendments statements or continuation statements without the Company's signature appearing thereon. The Company agrees that a carbon, photographic, photostatic photographic or other reproduction of the this Security Agreement or of a financing statement is sufficient as a financing statement. The Company shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(dC) If the Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Company's agents or processors, the Company shall, upon the request of the Secured Party, notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructions.
(D) The Company will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except shall keep complete and accurate books and records relating to the extent that any tangible assets (for exampleCollateral, computer servers) are being managed by a third party and stamp or otherwise xxxx such books and records in such manner as a part of the ordinary course of business of Secured Party may reasonably request in order to reflect the CompanySecurity Interests.
(eE) The Without the prior written consent of the Secured Party, the Company will not (Aa) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral except the sale of inventory and, in the ordinary course or the case of any such sale or disposal exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of obsolete equipmentthe Secured Party; or (Bb) create, incur or suffer to exist any lien Lien with respect to any the Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(fF) The Company will maintain, with financially sound and reputable companies, insurance policies (1) insuring the Collateral against loss by fire, explosion, theft and such other casualties as may be reasonably satisfactory to the Secured Party and (2) insuring the Company and the Secured Party against liability for personal injury and property damage relating to the Collateral, such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Secured Party, with losses payable to the Company and the Secured Party as their respective interests may appear. All such insurance shall (a) contain a breach of warranty clause in favor of the Secured Party, (b) provide that no termination, cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Secured Party of written notice thereof, (c) in the case of the policies referenced in (2) above, name the Secured Party as additional insured and (d) be reasonably satisfactory in all other respects to the Secured Party. From time to time upon the request of the Secured Party, the Company shall deliver to the Secured Party a report of a reputable insurance broker with respect to such insurance in such form as the Secured Party may from time to time reasonably request.
(G) The Company will, promptly upon request, provide to the Holder Secured Party all information and evidence it may reasonably request concerning the Collateral, to enable the Holder Secured Party to enforce the provisions of the this Security Agreement.
(g) The Company will not file any amendment to or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect thereto, in any jurisdiction.
Appears in 1 contract
Further Assurances Covenants. Each Lien Grantor covenants as follows:
(a) The Company It will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization identity or corporate structure in any manner unless it such Lien Grantor shall have given the Holder thirty (30) days Administrative Agent prior written notice thereof, executed thereof and delivered to the Holder all financing statements and financing statement amendments which the Holder may request an Opinion of Counsel with respect thereto in connection therewithaccordance with Section 5(e).
(b) The Company It will not merge change the location of (i) its chief executive office or consolidate into, chief place of business or transfer (ii) the locations where it keeps or holds any of Collateral or any records relating thereto from the Collateral to, any other Person applicable locations described in its Perfection Certificate (other than with respect to Inventory in transit from one such location to another Companysuch location), without unless such Lien Grantor shall have given the Administrative Agent prior written consent notice thereof and delivered an Opinion of Counsel with respect thereto in accordance with Section 5(e). It will not in any event change the Holderlocation of any Collateral owned by it if such change would cause the Security Interests in such Collateral to lapse or cease to be perfected.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company It will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC and any Intellectual Property Filings) that from time to time may be necessarynecessary or desirable, or that the Holder Administrative Agent may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests in such Lien Grantor's Collateral or to enable the Holder Administrative Agent and the other Secured Parties to obtain the full benefits of the AgreementCollateral Documents, or to enable the Holder Administrative Agent to exercise and enforce any of its rights, powers and remedies hereunder thereunder with respect to any of the such Lien Grantor's Collateral. To the extent permitted by applicable law, Company hereby such Lien Grantor authorizes the Holder Administrative Agent to execute and file such financing statements, financing statement amendments statements or continuation statements without Companysuch Lien Grantor's signature appearing thereon. The Company Such Lien Grantor agrees that a carbon, photographic, photostatic or other reproduction of the this Agreement or of a financing statement is sufficient as a financing statement. The Company Such Lien Grantor shall pay the costs of, or incidental to, any recording or filing of any such financing statements, financing statement amendments or continuation statements concerning in which it is named as the Collateraldebtor. Such Lien Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all Intellectual Property Filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until such Lien Grantor's Collateral is released pursuant to Section 16.
(d) The Company On the Closing Date (in the case of an Original Lien Grantor) or the date of its Security Agreement Supplement (in the case of any other Lien Grantor), it will sign and deliver to the Administrative Agent Intellectual Property Security Agreements with respect to all Intellectual Property owned by it on such date. Within 30 days of each March 31 and September 30 thereafter, it will sign and deliver to the Administrative Agent Intellectual Property Security Agreements with respect to all Intellectual Property owned by it on such March 31 or September 30 that is not permit covered by Intellectual Property Security Agreements previously so signed and delivered by it. In each case, it will make all Intellectual Property Filings necessary to record the Security Interests in such Intellectual Property.
(e) At least 30 days before it takes any action contemplated by Section 5(a) or 5(b), such Lien Grantor will, at its expense, cause to be delivered to the Administrative Agent an Opinion of Counsel, in form and substance satisfactory to the Administrative Agent, to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect the Security Interests against all creditors of and purchasers from such Lien Grantor (except any continuation statements specified in such Opinion of Counsel that are to be filed more than six months after the date thereof) have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(f) If any of its tangible assets which are part Collateral is at any time in the possession or control of any warehouseman, bailee or agent, such Lien Grantor will notify such warehouseman, bailee or agent of the Security Interests and instruct it to hold all such Collateral for the Administrative Agent's account subject to the Administrative Agent's instructions (which shall permit such Collateral to be removed by such Lien Grantor in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business until the Administrative Agent notifies such warehouseman, bailee or agent of the Companyoccurrence of an Event of Default).
(eg) It shall keep full and accurate books and records relating to its Collateral, and stamp or otherwise xxxx such books and records in such manner as the Administrative Agent may reasonably request in order to reflect the Security Interests.
(h) It shall use commercially reasonable efforts, in accordance with its regular business practices, to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of each of its Accounts (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Accounts. Subject to the rights of the Administrative Agent and the other Secured Parties hereunder if an Event of Default shall have occurred and be continuing, such Lien Grantor may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which such Lien Grantor finds appropriate in accordance with sound business judgment and (ii) refunds or credits, all in accordance with such Lien Grantor's ordinary course of business consistent with its historical collection practices. The Company costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by such Lien Grantor or the Administrative Agent, shall be borne by such Lien Grantor.
(i) If an Event of Default shall have occurred and be continuing, such Lien Grantor will, if requested to do so by the Administrative Agent, promptly notify (and such Lien Grantor hereby authorizes the Administrative Agent so to notify) each account debtor in respect of any of its Accounts or Instruments that such Collateral has been assigned to the Administrative Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Administrative Agent or its designee.
(j) Such Lien Grantor will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right option with respect to, any Collateral except the sale of inventory its Collateral; provided that, unless an Event of Default shall have occurred and be continuing, (i) such Lien Grantor may sell, lease or otherwise dispose of its Inventory and obsolete, worn out or unnecessary Equipment in the ordinary course or of business and (ii) such Lien Grantor may sell any of its other Collateral if (x) the sale thereof does not violate any covenant in the Credit Agreement and (y) in the case of an Asset Sale, the Net Cash Proceeds thereof are applied as provided in Section 2.13 of the Credit Agreement. Concurrently with any sale or disposal exchange permitted by the foregoing proviso, the Security Interests in the assets sold or exchanged (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of obsolete equipment; the Administrative Agent or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens")other Secured Party.
(fk) The Company Such Lien Grantor will, promptly upon request, provide to the Holder Administrative Agent all information and evidence it may reasonably request concerning the Collateral, its Collateral to enable the Holder Administrative Agent to enforce the provisions of the Collateral Documents.
(l) From time to time upon request by the Administrative Agent, such Lien Grantor shall, at its expense, cause to be delivered to the Secured Parties an Opinion of Counsel satisfactory to the Administrative Agent as to such matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request.
(m) Unless the Term Loans are repaid in full on or prior to the Assessment Date, such Lien Grantor shall, at its expense, on the Assessment Date (or, if later, the date of such Lien Grantor's Security Agreement Supplement) and on each date on which an Equity Interest in a Foreign Person is pledged hereunder, cause to be delivered to the Secured Parties an Opinion of Counsel (from the jurisdiction in which such Foreign Person is organized) satisfactory to the Administrative Agent as to the perfection of the Security Interests therein.
(i) Such Lien Grantor shall notify the Administrative Agent promptly if it has actual knowledge that any application or registration relating to any material Intellectual Property owned or licensed by it is reasonably likely to become abandoned or dedicated to the public, or of any materially adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Copyright Office, the United States Patent and Trademark Office or any court) regarding such Lien Grantor's ownership of such material Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same and (ii) if such Lien Grantor has actual knowledge that any of such Lien Grantor's rights to any material Intellectual Property are infringed, misappropriated or diluted by a third party, such Lien Grantor shall notify the Administrative Agent within 30 days after it learns thereof and shall, unless such Lien Grantor shall reasonably determine that any such action would be of negligible value, economic or otherwise, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Lien Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.
(o) Such Lien Grantor shall, (i) on or prior to the date of the first Borrowing, in the case of Equipment now owned and (ii) within 10 days of acquiring any other Equipment, deliver to the Administrative Agent any and all certificates of title, applications for title or similar evidence of ownership of such Equipment and shall cause the Administrative Agent to be named as lienholder on any such certificate of title or other evidence of ownership. Such Lien Grantor shall promptly inform the Administrative Agent of any additions to or deletions from the Equipment and shall not permit any such items to become a fixture to real estate or an accession to other personal property.
(p) There is hereby established with the Administrative Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Administrative Agent into which there shall be deposited any amounts required to be paid to the Administrative Agent pursuant to Section 5.03(d) of the Credit Agreement. Any income received by the Administrative Agent with respect to the balance from time to time standing to the credit of the Collateral Account, including any interest or capital gains on Temporary Cash Investments, shall remain, or be deposited, in the Insurance Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account, together with any Temporary Cash Investments from time to time made pursuant to Section 5(s) hereof shall vest in the Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.
(q) The Agent shall apply to repayment of the Term Loans those amounts on deposit in the Insurance Account which are required to be applied to the repayment of the Term Loans in accordance with Section 2.04(c)(i) of the Credit Agreement.
(gr) The Company Except upon the occurrence and continuation of an Event of Default, the Administrative Agent agrees to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Major Casualty Proceeds were received. Any such request shall be accompanied by a certificate of the chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Administrative Agent the repair, reconstruction or replacement for which such funds will be expended and distributions shall be requested by the Borrower only when and as needed to the pay the costs of such repair, reconstruction or replacement. If immediately available cash on deposit in the Insurance Account is not file sufficient to make any amendment distribution to the Borrower referred to in the previous sentence of this paragraph, the Administrative Agent shall cause to be liquidated as promptly as practicable such Temporary Cash Investments in the Insurance Account designated by the Borrower as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this paragraph, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or termination cause to be applied (subject to collection) any or all of a financing statement naming any Company the balance from time to time standing to the credit of the Insurance Account in the manner specified in Section 12.
(s) Amounts on deposit in the Insurance Account shall be invested and re-invested from time to time in such Temporary Cash Investments as debtor the Borrower shall determine, which Temporary Cash Investments shall be held in the name and Holder as secured partybe under the control of the Administrative Agent; provided that, if an Event of Default has occurred and is continuing, the Administrative Agent shall, if instructed by the Required Lenders, cause such Temporary Cash Investments to be liquidated and apply or any correction statement with respect thereto, cause to be applied the proceeds thereof to the payment of the Secured Obligations in any jurisdictionthe manner specified in Section 12.
Appears in 1 contract
Further Assurances Covenants. (a) The Company will not change the location of its chief executive office or principal place of business in any state unless it shall have given the Lender thirty (30) days prior written notice thereof and delivered a landlord, bailee or similar waiver with respect to such location as required by Lender, and complied with any other requirement in the Agreement or any other Related Agreement relating to the location of the Collateral.
(b) The Company will not change its name, taxpayer identification number, organizational number, identity, jurisdiction of organization or corporate structure in any manner unless it shall have given the Holder Lender thirty (30) days prior written notice thereof, executed and delivered to the Holder Lender all financing statements and financing statement amendments which the Holder Lender may request in connection therewith.
(bc) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the HolderLender.
(cd) The Company hereby authorizes HolderLender, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral collateral covered by such financing statements as “all assets of Company”, “all personal property of Company” or words of similar effect, in such jurisdictions as Holder Lender may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings with the United States Patent and Trademark Office, or the United States Copyright Office, any other Copyright, Trademark or Patent filings and any filings of financing or continuation statements under the UCC) that from time to time may be necessary, or that the Holder Lender may request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder Security Interests or to enable the Holder Lender and the Lender to obtain the full benefits of the Agreement, or to enable the Holder Lender to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by law, Company Maker hereby authorizes the Holder Lender to execute and file financing statements, financing statement amendments or continuation statements without Company's Maker’s signature appearing thereonthereon and on behalf of such Guarantor. The Company agrees that a carbon, photographic, photostatic or other reproduction of the Agreement or of a financing statement is sufficient as a financing statement. The Company shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning the Collateral.
(de) The Company will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Company.Maker
(ef) The Company will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right with respect to, any Collateral except the sale of inventory in the ordinary course or the sale or disposal of obsolete equipment; or (B) create, incur or suffer to exist any lien Lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(fg) The Company will, promptly upon request, provide to the Holder Lender all information and evidence it may reasonably request concerning the Collateral, to enable the Holder Lender to enforce the provisions of the Agreement.
(gh) The Company will not file any amendment to or termination of a financing statement naming any Company Maker as debtor and Holder Lender as secured party, or any correction statement with respect thereto, in any jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Sanomedics International Holdings, Inc)
Further Assurances Covenants. (a) The Company Issuer will not change its name, taxpayer identification number, identity or organizational number, identity, jurisdiction of organization or corporate structure in any manner unless it shall have given the Holder thirty (30) days Indenture Trustee at least 30 days' prior written notice thereof, executed and delivered to . The Issuer will not change the Holder all financing statements and financing statement amendments which location of its chief executive office or chief place of business unless it shall have given the Holder may request in connection therewithIndenture Trustee at least 30 days' prior notice thereof.
(b) The Company will not merge or consolidate into, or transfer any of the Collateral to, any other Person other than another Company, without the prior written consent of the Holder.
(c) The Company hereby authorizes Holder, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that accurately describe the Collateral covered by such financing statements in such jurisdictions as Holder may deem necessary or desirable in order to perfect the security interests granted by Company under the Agreement. The Company Issuer will, from time to timetime and upon advice of counsel, at its the Issuer's expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action action, (including, without limitation, any filings of financing or continuation statements) that from time to time may be necessarynecessary or desirable, or that the Holder Indenture Trustee may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interest granted hereunder a Security Interest or to enable the Holder Holders of Notes to obtain the full benefits of the Agreementthis Indenture, or to enable the Holder Indenture Trustee to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, Company the Issuer hereby authorizes the Holder Indenture Trustee to execute and file financing statements, financing statement amendments statements or continuation statements without Companythe Issuer's signature appearing thereon. The Company Issuer agrees that a carbon, photographic, photostatic or other reproduction of the Agreement this Indenture or of a financing statement is sufficient as a financing statement. The Company Issuer shall pay the costs of, or incidental to, any recording or filing of any financing statements, financing statement amendments or continuation statements concerning any Collateral.
(c) If any Collateral is at any time in the Collateralpossession or control of any warehouseman, bailee or any of the Issuer's agents or processors, the Issuer shall notify such warehouseman, bailee, agent or processor of the Security Interest created hereby and to hold all such Collateral for the Indenture Trustee's account subject to the Indenture Trustee's instructions.
(d) The Company will not permit any of its tangible assets which are part of the Collateral to be in the possession of any other Person, except to the extent that any tangible assets (for example, computer servers) are being managed by a third party as a part of the ordinary course of business of the Company.
(e) The Company will not (A) sell, transfer, lease, exchange, assign or otherwise dispose of, or grant any option, warrant or other right with respect to, any Collateral except the sale of inventory in the ordinary course or the sale or disposal of obsolete equipment; or (B) create, incur or suffer to exist any lien with respect to any Collateral, except for the permitted liens set forth on Schedule 3(e) hereof (the "Permitted Liens").
(f) The Company Issuer will, promptly upon request, provide to the Holder Indenture Trustee all information and evidence it may reasonably request concerning the Collateral, Collateral to enable the Holder Indenture Trustee to enforce the provisions of the Agreementthis Indenture.
(ge) The Company will not file Not more than six months nor less than 30 days prior to each date on which the Issuer proposes to take any amendment action contemplated by Section 14.3(a), the Issuer shall, at its cost and expense, cause to be delivered to the Indenture Trustee an Opinion of Counsel, satisfactory to the Indenture Trustee, to the effect that all financing statements and amendments or termination of a financing statement naming any Company as debtor and Holder as secured party, or any correction statement with respect supplements thereto, continuation statements and other documents required to be recorded or filed in any jurisdictionorder to perfect and protect the Security Interest for a period, specified in such opinion, continuing until a date not earlier than eighteen months from the date of such opinion, against all creditors of and purchasers from the Issuer have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(f) From time to time upon request by the Indenture Trustee, the Issuer shall, at its cost and expense, cause to be delivered to the Indenture Trustee an Opinion of Counsel satisfactory to the Indenture Trustee as to such matters relating to the Security Interest as the Indenture Trustee or the Holder or Holders of not less than a majority in aggregate principal amount of the Notes then Outstanding may reasonably request.
Appears in 1 contract
