Common use of Further Documentation; Pledge of Instruments Clause in Contracts

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lender, and at the sole expense of Debtor, Debtor will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further action as Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to Lender’s possession (if a security interest in such Collateral can be perfected only by possession), and using its best efforts to obtain waivers of Liens and consents to assignments from landlords and mortgagees. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor also hereby authorizes Lender to file any financing or continuation statement without the signature of Debtor to the extent permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender in any filing office. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Document, such Instrument or Document shall be immediately pledged to Lender hereunder, and shall be duly endorsed in a manner satisfactory to Lender and delivered to Lender. In the event that Debtor shall acquire after the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender and deliver the originals of all of the foregoing to Lender and in any event within ten (10) days of each acquisition.

Appears in 3 contracts

Samples: Security Agreement (Frankly Inc), Security Agreement (Frankly Inc), Security Agreement (Frankly Inc)

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Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lenderthe Administrative Agent or the Required Lenders, and at the sole expense of Debtorsuch Grantor, Debtor such Grantor will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further action as Lender the Administrative Agent or the Required Lenders may reasonably deem desirable necessary to obtain perfect the full benefits of liens created by this Security Agreement and of the rights and powers herein granted, including including, without limitation using its reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, of any License or Contract held by such Grantor or in which such Grantor has any rights not heretofore assigned, the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to Lender’s the Administrative Agent’s, for its benefit and the ratable benefit of the Secured Parties, possession (if a security interest in such Collateral can be perfected only by possession), placing the interest of the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, as lienholder on the certificate of title of any vehicle and using its best commercially reasonable efforts to obtain waivers of Liens and consents to assignments liens from landlords and mortgagees. Debtor Such Grantor hereby irrevocably makes, constitutes and appoints Lender expressly authorizes the Administrative Agent (and all Persons designated by Lender for that purposeor its designees) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor also hereby authorizes Lender to file any financing or continuation statement relating to the Collateral without the signature of Debtor such Grantor to the extent permitted by applicable law. Debtor Such Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender the Administrative Agent (or its designees) in any filing office. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or DocumentDocument in excess of $100,000, other than in the ordinary course of business, such Instrument or Document shall be immediately pledged delivered to Lender the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, hereunder, and and, if requested by the Administrative Agent or the Required Lenders, shall be duly endorsed in a manner reasonably satisfactory to Lender the Administrative Agent or the Required Lenders and delivered to Lender. In the event that Debtor shall acquire after Administrative Agent, for its benefit and the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender and deliver the originals of all ratable benefit of the foregoing to Lender and in any event within ten (10) days of each acquisitionSecured Parties.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Quintana Energy Services Inc.), Second Lien Credit Agreement (Quintana Energy Services Inc.)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lender, and at the sole expense of DebtorGrantor, Debtor Grantor will promptly and duly execute and deliver any and all such further instruments, instruments and documents and agreements and take such further action actions as Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement Assignment and of the rights and powers herein granted, including including, without limitation, the execution and filing of any financing or continuation statements under the UCC Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests interest granted herebyhereby and, if otherwise required hereunder, transferring Pledged Collateral to Lender’s the possession of Lender (if a security interest in such Pledged Collateral can be perfected only by possession), and using its best efforts ) or causing Issuer to obtain waivers of Liens and consents to assignments from landlords and mortgageesagree (in writing) that it will only comply with instructions originated by the Lender without further consent by the Grantor. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor Grantor also hereby authorizes Lender to file any such financing or continuation statement without the signature of Debtor Grantor to the extent otherwise permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender in any filing office. If any amount payable under or in connection with any of the Pledged Collateral shall be or become evidenced by any Instrument promissory note or Documentother instrument (other than an instrument which constitutes chattel paper under the Code), such Instrument note or Document instrument shall be immediately pledged hereunder and a security interest therein hereby granted to Lender hereunder, and shall be duly endorsed without recourse or warranty in a manner satisfactory to Lender and delivered to Lender. In If at any time Grantor’s right or interest in any of the event that Debtor Pledged Collateral becomes an interest in real property, Grantor immediately shall acquire after the Closing Date any letters of creditexecute, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender acknowledge and deliver the originals of all of the foregoing to Lender and such further documents as Lender deems necessary or advisable to create a first priority perfected mortgage lien in any event within ten (10) days favor of each acquisitionLender in such real property interest.

Appears in 2 contracts

Samples: Assignment of Membership Interests (Security Agreement) (MGP Ingredients Inc), Assignment of Membership Interests (Security Agreement) (MGP Ingredients Inc)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lenderthe Collateral Agent, and at the sole expense of Debtorsuch Grantor, Debtor such Grantor will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further action as Lender the Collateral Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including including, without limitation using its reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to the Collateral Agent of any License or Contract held by such Grantor or in which such Grantor has any rights not heretofore assigned, the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to Lenderthe Collateral Agent’s possession (if a security interest in such Collateral can be perfected only by possession), placing the interest of the Collateral Agent as lienholder on the certificate of title of any vehicle and using its best efforts to obtain waivers of Liens and consents to assignments liens from landlords and mortgagees. Debtor Such Grantor hereby irrevocably makes, constitutes and appoints Lender the Collateral Agent (and all Persons designated by Lender the Collateral Agent for that purpose) as Debtorsuch Grantor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor such Grantor, upon request the Collateral Agent’s request, to execute and/or deliver to Lender the Collateral Agent any financing statement, continuation statement, instrument, document, or agreement that Lender which the Collateral Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtorsuch Grantor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lenderthe Collateral Agent, in its sole discretion, shall elect. Debtor Such Grantor also hereby authorizes Lender the Collateral Agent to file any financing or continuation statement relating to the Collateral without the signature of Debtor such Grantor to the extent permitted by applicable law. Debtor Such Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender the Collateral Agent in any filing office. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or DocumentDocument other than in the ordinary course of business, such Instrument or Document shall be immediately pledged delivered to Lender the Collateral Agent hereunder, and and, if requested by the Collateral Agent, shall be duly endorsed in a manner satisfactory to Lender the Collateral Agent and delivered to Lender. In the event that Debtor shall acquire after the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender and deliver the originals of all of the foregoing to Lender and in any event within ten (10) days of each acquisitionCollateral Agent.

Appears in 2 contracts

Samples: Credit Agreement (Willbros Group Inc), Credit Agreement (Willbros Group Inc)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lenderthe Administrative Agent, and at the sole expense of Debtorsuch Grantor, Debtor such Grantor will promptly and duly execute execute, acknowledge and deliver any and all such further instruments, documents and agreements and take such further action as Lender the Administrative Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein grantedgranted (subject to the terms of the Intercreditor Agreement), including including, without limitation using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to the Administrative Agent of any License or Contract held by such Grantor or in which such Grantor has any rights not heretofore assigned, the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to Lenderthe Administrative Agent’s possession (if a security interest in such Collateral can be perfected only by possession), and using its best commercially reasonable efforts to obtain waivers of Liens and consents to assignments liens from landlords and mortgagees. Debtor Such Grantor hereby irrevocably makes, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender the Administrative Agent for that purpose) as Debtorsuch Grantor’s true and lawful attorney-in-fact, effective upon the failure or refusal occurrence and continuance of Debtor upon request an Event of Default, to execute and/or deliver to Lender the Administrative Agent any financing statement, continuation statement, instrument, document, or agreement that Lender which the Administrative Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtorsuch Grantor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lenderthe Administrative Agent, in its sole discretion, shall elect. Debtor also hereby authorizes Lender to file any financing or continuation statement without the signature of Debtor , subject to the extent permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction terms of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender in any filing officethe Intercreditor Agreement. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Document, in each case, having a value in excess of $1,000,000 individually or in the aggregate, such Instrument or Document shall be immediately pledged delivered to Lender hereunder, the Administrative Agent and shall be duly endorsed in a manner satisfactory to Lender and delivered the Administrative Agent; provided that prior to Lender. In the event that Debtor shall acquire after the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender and deliver the originals of all Discharge of the foregoing ABL Obligations, the requirements for delivery of any Instruments and Documents that constitute ABL Priority Collateral shall be deemed to Lender have been satisfied by delivery thereof to the ABL Administrative Agent and receipt of evidence that the ABL Administrative Agent has received such Instruments and Documents (including any applicable duly executed instruments of transfer in blank) and is holding such as agent for perfection on behalf of the Administrative Agent in accordance with the terms and conditions of the Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, (i) no Grantor shall be required to take any event within ten action necessary to perfect any security interest in respect of any Property as to which the Requisite Lenders have reasonably determined that the costs of perfecting a security interest in such Property is unreasonably excessive in relation to the benefit to the Secured Parties of the security interest afforded thereby and (10ii) days so long as no Event of each acquisitionDefault shall have occurred and be continuing, no Grantor shall be required to take any action in a foreign jurisdiction to perfect any security interest in Collateral issued by a Foreign Subsidiary.

Appears in 2 contracts

Samples: Term Loan Agreement (Pioneer Energy Services Corp), Security Agreement (Pioneer Energy Services Corp)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lenderthe Administrative Agent, and at the sole expense of Debtorsuch Grantor, Debtor such Grantor will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further action as Lender the Administrative Agent may reasonably deem desirable necessary to obtain perfect the full benefits of liens created by this Security Agreement and of the rights and powers herein granted, including including, without limitation using its reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to the Administrative Agent of any License or Contract held by such Grantor or in which such Grantor has any rights not heretofore assigned, the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to Lenderthe Administrative Agent’s possession (if a security interest in such Collateral can be perfected only by possession), placing the interest of the Administrative Agent as lienholder on the certificate of title of any vehicle and using its best commercially reasonable efforts to obtain waivers of Liens and consents to assignments liens from landlords and mortgagees. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor also Such Grantor hereby authorizes Lender the Administrative Agent to file any financing or continuation statement relating to the Collateral without the signature of Debtor such Grantor to the extent permitted by applicable law. Debtor Such Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender the Administrative Agent in any filing office. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or DocumentDocument in excess of $100,000, other than in the ordinary course of business, such Instrument or Document shall be immediately pledged delivered to Lender the Administrative Agent hereunder, and and, if requested by the Administrative Agent, shall be duly endorsed in a manner reasonably satisfactory to Lender the Administrative Agent and delivered to Lender. In the event that Debtor shall acquire after the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender and deliver the originals of all of the foregoing to Lender and in any event within ten (10) days of each acquisitionAdministrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lender, the Collateral Agent and at the sole expense of Debtorthe Grantor, Debtor the Grantor will promptly and duly execute and deliver any and all such further instruments, instruments and documents and agreements and take such further action as Lender the Collateral Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to Lender’s possession (if a security interest in such Collateral can be perfected only by possession), and using its best efforts to obtain waivers of Liens and consents to assignments from landlords and mortgagees. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable order to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder or purported to be granted hereby, including, without limitation, (herein, “Supplemental Documentation”), to sign Debtor’s name on i) the filing of any such Supplemental Documentation and to deliver financing or continuation statements under the Uniform Commercial Code in effect in any such Supplemental Documentation to such Person as Lender, jurisdiction necessary or advisable (in its the Collateral Agent's sole discretion) to perfect, shall elector to maintain the perfection of, the liens and security interests granted hereby, and (ii) placing the interest of the Collateral Agent as lien holder on the certificate of title of any vehicle. Debtor The Grantor also hereby authorizes Lender the Collateral Agent to file any such financing or continuation statement without the signature of Debtor the Grantor to the extent permitted by applicable lawLaw. Debtor agrees that a carbon, photographic, photostatic, A photocopy or other reproduction of this Security Agreement or of a financing statement is shall be sufficient as a financing statement and may be filed in lieu of the original to the extent permitted by Lender in any applicable Law. The Grantor will pay or reimburse the Collateral Agent for all filing officefees and related expenses (including reasonable attorneys' fees) and will make or reimburse the Collateral Agent for making all searches deemed reasonably necessary by the Collateral Agent to establish and determine the priority of the security interests of the Collateral Agent or to determine the presence or priority of other secured parties. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument chattel paper or Documentany promissory note or other instrument, such Instrument chattel paper, promissory note or Document instrument shall be immediately pledged and delivered to Lender the Collateral Agent for the benefit of the Secured Parties hereunder, and shall be duly endorsed in a manner satisfactory to Lender and delivered to Lender. In the event that Debtor shall acquire after the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender and deliver the originals of all of the foregoing to Lender and in any event within ten (10) days of each acquisitionCollateral Agent.

Appears in 2 contracts

Samples: Security Agreement (Panda Interfunding Corp), Security Agreement (Panda Interfunding Corp)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lender, and at the sole expense of Debtorthe Borrower, Debtor the Borrower will promptly and duly execute and deliver any and all such further instruments, instruments and documents and agreements and take such further action actions as Lender may be required by applicable law or as the Agent may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein grantedgranted or reaffirmed, including including, without limitation, the execution and filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests interest granted herebyor reaffirmed hereby and, if otherwise required hereunder, transferring Collateral certificates or documents evidencing Partnership Interests to Lender’s the possession of LaSalle (as agent of the Agent pursuant to the Intercreditor Agreement), or if the Credit Agreement is no longer in effect, to the Agent (if a security interest in such Collateral certificates or documents evidencing Partnership Interests can be perfected only by possession), and using its best efforts to obtain waivers of Liens and consents to assignments from landlords and mortgagees. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor The Borrower also hereby authorizes Lender the Agent to file any such financing or continuation statement without the signature of Debtor the Borrower to the extent otherwise permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender in any filing office. If any amount payable under or in connection with any of the Collateral Partnership Interests shall be or become evidenced by any Instrument promissory note or Documentother instrument (other than an instrument which constitutes chattel paper under the UCC), such Instrument note or Document instrument shall be immediately pledged hereunder and a second priority security interest therein hereby granted to Lender hereunder, the Agent and shall be duly endorsed without recourse or warranty in a manner satisfactory to Lender the Agent and delivered to Lenderthe Agent. In If at any time the event that Debtor Borrower ’s right or interest in any of the Partnership Interests becomes an interest in real property, the Borrower immediately shall acquire after the Closing Date any letters of creditexecute, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender acknowledge and deliver to the originals of all Agent such further documents as may be required by applicable law or as the Agent may reasonably request to create a second priority perfected mortgage lien in favor of the foregoing to Lender and Agent in any event within ten (10) days of each acquisitionsuch real property interest.

Appears in 1 contract

Samples: Assignment of Partnership Interests Security Agreement (Hawaii Parking Maintenance Inc)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of LenderCollateral Agent, and at the sole expense of DebtorObligor, Debtor Obligor will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further action as Lender Collateral Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including including, without limitation, using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to Collateral Agent of any License or Contract held by Obligor or in which Obligor has any rights not heretofore assigned, the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, hereby and transferring Collateral to Lender’s Collateral Agent's possession (if a security interest in such Collateral can be perfected only by possession), and using its best efforts to obtain waivers of Liens and consents to assignments from landlords and mortgagees. Debtor Obligor hereby irrevocably makes, constitutes and appoints Lender Collateral Agent (and all Persons designated by Lender Collateral Agent for that purpose) as Debtor’s Obligor's true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor Obligor upon request to execute and/or deliver to Lender Collateral Agent any financing statement, continuation statement, instrument, document, or agreement that Lender which Collateral Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, "Supplemental Documentation"), to sign Debtor’s the Obligor's name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as LenderCollateral Agent, in its sole discretion, shall elect. Debtor Obligor also hereby authorizes Lender Collateral Agent to file any financing or continuation statement without the signature of Debtor Obligor to the extent permitted by applicable law. Debtor Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender Collateral Agent in any filing office. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Document, such Instrument or Document shall be immediately pledged to Lender Collateral Agent hereunder, and and, if requested by Collateral Agent, shall be duly endorsed in a manner satisfactory to Lender Collateral Agent and delivered to Lender. In the event that Debtor shall acquire after the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender and deliver the originals of all of the foregoing to Lender and in any event within ten (10) days of each acquisitionCollateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Law Companies Group Inc)

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Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lenderthe Administrative Agent, and at the sole expense of Debtoreach Grantor, Debtor such Grantor will promptly and duly execute and deliver any and all such further instruments, instruments and documents and agreements and take such further action as Lender the Administrative Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to the Administrative Agent of any Contractual Obligations (to the extent constituting part of the Collateral) held by such Grantor or in which such Grantor has any rights not heretofore assigned, the filing of any financing or continuation statements under the UCC Uniform Commercial Code with respect to the liens Liens and security interests granted hereby, transferring Collateral to Lender’s the Administrative Agent's possession (if a security interest in such Collateral can be perfected only by possession), ) and using its best efforts to obtain waivers of Liens and consents to assignments from landlords and mortgagees. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon placing the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and interest of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name Administrative Agent as lienholder on the certificate of title of any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall electvehicle. Debtor Each Grantor also hereby authorizes Lender the Administrative Agent to file any such financing or continuation statement without the signature of Debtor such Grantor to the extent permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction Requirements of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender in any filing officeLaw. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or DocumentInstrument, each Grantor agrees to pledge such Instrument or Document shall be immediately pledged to Lender hereunder, the Administrative Agent and shall be duly endorsed endorse such Instrument in a manner satisfactory to Lender and delivered to Lender. In the event that Debtor shall acquire after the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender Administrative Agent and deliver the originals of all same to the Administrative Agent; provided, however, that the Borrower shall not be required to deliver the Parent Note (as defined in the Receivables Purchase Agreement) except at the request of the foregoing Administrative Agent made during a Cash Dominion Period and the Administrative Agent shall be required to Lender and in redeliver such Parent Note at the request of the Borrower made at any event within ten (10) days of each acquisitiontime thereafter that is not during a subsequent Cash Dominion Period.

Appears in 1 contract

Samples: Credit Agreement (National Steel Corp)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lender, and at the sole expense of DebtorGrantor, Debtor Grantor will promptly and duly execute and deliver any and all such further instruments, instruments and documents and agreements and take such further action actions as Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including including, without limitation, (i) the execution and filing of any financing or continuation statements under the UCC Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests interest granted hereby, transferring Collateral (ii) taking any action necessary under the laws of The Netherlands to Lender’s possession (if a properly perfect and make enforceable the security interest in such Pledged Collateral can be perfected only by possession)relating to ARI Europe, and using its best efforts (iii) whether or not otherwise required hereunder, transferring Pledged Collateral to obtain waivers the possession of Liens and consents Lender or causing Issuer to assignments from landlords and mortgageesagree (in writing) that it will only comply with instructions originated by the Lender without further consent by the Grantor. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor Grantor also hereby authorizes Lender to file any such financing or continuation statement without the signature of Debtor Grantor to the extent otherwise permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender in any filing office. If any amount payable under or in connection with any of the Pledged Collateral shall be or become evidenced by any Instrument promissory note or Documentother instrument or chattel paper, such Instrument note or Document instrument or chattel paper shall be immediately pledged hereunder and a security interest therein hereby granted to Lender hereunder, and shall be duly endorsed without recourse or warranty in a manner satisfactory to Lender and delivered to Lender. In If at any time Grantor’s right or interest in any of the event that Debtor Pledged Collateral becomes an interest in real property, Grantor immediately shall acquire after the Closing Date any letters of creditexecute, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender acknowledge and deliver the originals of all of the foregoing to Lender and such further documents as Lender deems necessary or advisable to create a first priority perfected mortgage lien in any event within ten (10) days favor of each acquisitionLender in such real property interest.

Appears in 1 contract

Samples: Membership Interests Security Agreement (Ari Network Services Inc /Wi)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lender, and at the sole expense of DebtorGrantor, Debtor Grantor will promptly and duly execute and deliver any and all such further instruments, instruments and documents and agreements and take such further action actions as Lender may reasonably deem necessary or desirable to obtain the full benefits of this Security Agreement Pledge and of the rights and powers herein granted, including including, without limitation, the execution and filing of any financing or continuation statements under the UCC Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests interest granted herebyhereby and, if otherwise required hereunder, transferring Pledged Collateral to Lender’s the possession of Lender (if a security interest in such Pledged Collateral can be perfected only by possession), and using its best efforts to obtain waivers of Liens and consents to assignments from landlords and mortgagees. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor Grantor also hereby authorizes Lender to file any such financing or continuation statement without the signature of Debtor Grantor to the extent otherwise permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender in any filing office. If any amount payable under or in connection with any of the Pledged Collateral shall be or become evidenced by any Instrument promissory note, certificate, or Documentother instrument (other than an instrument which constitutes chattel paper under the Code), such Instrument note or Document instrument shall be immediately pledged hereunder and a security interest therein hereby granted to Lender hereunder, and shall be duly endorsed in a manner satisfactory to Lender and delivered to Lender. In If at any time Grantor's right or interest in any of the event that Debtor Pledged Collateral becomes an interest in real property, Grantor immediately shall acquire after the Closing Date any letters of creditexecute, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender acknowledge and deliver the originals of all of the foregoing to Lender and such further documents as Lender deems necessary or advisable to create a first priority perfected mortgage lien in any event within ten (10) days favor of each acquisitionLender in such real property interest.

Appears in 1 contract

Samples: Stock Pledge Agreement (Assisted Living Concepts Inc)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of LenderPledgee, and at the sole expense of DebtorBorrower, Debtor Borrower will promptly and duly execute and deliver any and all such further instruments, instruments and documents and agreements and take such further action as Lender Pledgee may reasonably deem desirable necessary to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including including, without limitation, using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to Pledgee and Lender of any License or Contract held by Borrower or in which Borrower has any rights not heretofore assigned, the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to Lender’s Pledgee's possession (if a security interest in such Collateral can be perfected only by possession), placing the interest of Pledgee and Lender as lienholder on the certificate of title or any vehicle and using its best efforts to obtain waivers of Liens and consents to assignments liens from landlords and mortgagees. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor Borrower also hereby authorizes Lender Pledgee to file any such financing or continuation statement without the signature of Debtor Borrower to the extent permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction A photocopy of this Security Agreement or of a financing statement is sufficient may be filed as a financing statement and may be filed by Lender in any filing officestatement. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or DocumentInstrument, such Instrument or Document shall be immediately pledged to Lender Pledgee hereunder, and shall be duly endorsed in a manner satisfactory to Lender Pledgee and delivered to Lender. In the event that Debtor shall acquire after the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender and deliver the originals of all of the foregoing to Lender and in any event within ten (10) days of each acquisitionPledgee.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eventures Group Inc)

Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of LenderAdministrative Agent or Requisite Lenders, and at the sole expense of Debtorthe Loan Parties, Debtor will each Loan Party shall promptly execute, deliver and duly execute record any documents, instruments, agreements and deliver any amendments, and take all such further instrumentsaction, documents and agreements and take such further action as Lender Administrative Agent or Requisite Lenders may reasonably deem desirable to obtain in obtaining the full benefits of this Security Agreement and of the rights and powers herein granted, including the filing of any financing statements or continuation statements amendments under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to Lender’s possession (if a security interest in such Collateral can be perfected only by possession), and using its best efforts to obtain waivers of Liens and consents to assignments from landlords and mortgageesUCC. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor Each Loan Party also hereby authorizes Lender Administrative Agent to file any such financing statement or continuation statement amendment thereto, without the signature of Debtor such Loan Party, or with a copy or telecopy of such Loan Party's signature, to the extent permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a to execute any financing statement is sufficient or amendment thereof on behalf of such Loan Party as a financing statement and may be filed by Lender in any filing officesuch Loan Party's attorney-in-fact. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument promissory note or Documentother instrument or any certificated securities, such Instrument note, instrument or Document certificate shall be immediately pledged and delivered to Lender Administrative Agent on behalf of Secured Parties hereunder, and shall be duly endorsed in a manner satisfactory to Lender Administrative Agent or Requisite Lenders. Each Loan Party shall keep and delivered to Lender. In the event that Debtor shall acquire after the Closing Date any letters of creditmaintain, Securitiesat its own cost and expense, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender satisfactory and deliver the originals of all complete records of the foregoing Collateral, including a record of any and all payments received and any and all credits granted with respect to Lender the Collateral and in any event within ten (10) days all other dealings with the Collateral. Each Loan Party shall mxxx its books and records pertaining to the Collateral to evidence this Agreement and the Liens granted hereby. All chattel paper shall be marked with the following legend: "This writing and the obligations evidenced or secured hereby are subject to the security interest of each acquisitionGeneral Electric Capital Corporation, as Administrative Agent, for the benefit of Administrative Agent and Lenders."

Appears in 1 contract

Samples: Loan and Security Agreement (Us Lec Corp)

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