Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor shall (i) use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect. (b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by the Collateral Agent, shall defend such security interest and such priority against the claims and demands of all Persons. (c) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent. (d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder. (e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related thereto.
Appears in 3 contracts
Samples: Credit Agreement (SFX Entertainment, INC), Guarantee and Collateral Agreement (SFX Entertainment, INC), Guarantee and Collateral Agreement (SFX Entertainment, INC)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Subject to the occurrence of the actions described in Section 4.2, which each Grantor shall promptly undertake, and except to the extent perfection is either (i) use or permit any mutually agreed between Borrower and the Collateral Agent not to be used unlawfully required under this Agreement or in violation of any provision of any the other Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral Documents or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or mutually agreed between Borrower and the Collateral Agent to transfer be effected by filings of financing statements or amendments thereto to be made by the Collateral Agent or any Collateral if Lender or its Related Party pursuant to Section 7.2, such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the priority described in Section 4.2 and shall warrant and defend the Collateral Agent, shall defend covered by such security interest and such priority against the claims and demands of all PersonsPersons (other than Secured Parties).
(cb) Such Grantor shall furnish to the Collateral Agent at any time and from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(dc) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and the other Collateral Documents and of the rights and powers herein and therein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC Code (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably requestrequest in writing that is consistent with the requirements hereof and of the other Loan Documents, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit executing and delivering any Control Agreements required by Section 5.5 of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Agreement with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoCollateral Accounts.
Appears in 3 contracts
Samples: Loan Agreement (Global Blood Therapeutics, Inc.), Guaranty and Security Agreement (Epizyme, Inc.), Loan Agreement (Global Blood Therapeutics, Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor shall (i) use or permit any Collateral to be used unlawfully (in any material respect) or in violation of any provision of the Indenture, any Loan Collateral Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral or (ii) enter into Collateral(except where any Contractual Obligation or undertaking restricting the right or ability resulting loss of such Grantor or the Collateral Agent to transfer any Collateral if such restriction insurance coverage would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial condition of the Grantors (taken as a whole)).
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by the Collateral Agent, and shall defend such security interest and such priority against the claims and demands of all PersonsPersons (except the holders of Permitted Liens), except that the Grantors shall not have to take any actions to perfect set forth in Schedule 7.
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral Collateral, in each case as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent, and the Collateral Agent may attach any such supplemental schedules to the Schedules previously delivered and each reference to any Schedules herein shall mean and be a reference to such Schedules as supplemented thereby or otherwise.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts except that the Grantors shall not have to secure all approvals necessary or appropriate for the assignment take any actions to or for the benefit of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets perfect set forth in clauses (iii)(B) Schedule 7 and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor Grantors shall use its commercially reasonable efforts not be required to obtain any required consents from any Person (other than landlord or bailee waivers or the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretolike.
Appears in 2 contracts
Samples: Consent Agreement (Blyth Inc), Collateral Agreement (Blyth Inc)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor shall Except as otherwise (i) use or permit any mutually agreed in writing between Borrower and the Collateral Agent not to be used unlawfully required under this Agreement or in violation of any provision of any the other Loan DocumentDocuments, any Related Document, any requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or mutually agreed in writing between Borrower and the Collateral Agent to transfer be effected solely by filings of financing statements under the Code or amendments thereto to be made by the Collateral Agent or any Lender or its Related Party pursuant to Section 7.2, or (iii) as otherwise expressly provided in Section 5.14 of the Loan Agreement, such Grantor, in order to grant and maintain a security interest to the Collateral if such restriction would reasonably be expected Agent pursuant to have this Agreement which constitutes a Material Adverse Effect.valid and continuing first priority perfected security interest as described in Section 4.2 (subject only to Permitted Liens), shall promptly:
(bi) Such after the creation or acquisition of any U.S. deposit account over which a Control Agreement is required pursuant to Section 5.5 of the Loan Agreement but prior to the movement of any cash or other funds into such account (except as may be expressly provided in Section 5.14 of the Loan Agreement), execute and deliver to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, in accordance with Section 5.5 of the Loan Agreement, Control Agreements in form and substance reasonably satisfactory to the Collateral Agent;
(ii) in accordance with the requirements in Section 5.3 (as applicable), with respect to any Trademarks, Patents and Copyrights or any IP Rights, execute and deliver to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, all appropriate IP Security Agreements, in form and substance reasonably satisfactory to the Collateral Agent, for the filing thereof by the Collateral Agent or its Related Party, and such Grantor shall hereby duly authorizes the Collateral Agent and its Related Party to file such IP Security Agreements with the Applicable IP Office;
(iii) with respect to any Pledged Certificated Stock, deliver to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Pledged Certificated Stock consisting of instruments and certificates, in each case, properly endorsed for transfer to the Collateral Agent or in blank and in form and substance reasonably satisfactory to the Collateral Agent;
(iv) with respect to any Pledged Uncertificated Stock, deliver to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, an executed uncertificated stock control agreement among the issuer, the registered owner and the Collateral Agent in the form attached as Annex 4 hereto (and otherwise in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which, inter alia, such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Pledged Uncertificated Stock without further consent by such Grantor; and
(v) maintain the security interest created by this Agreement as a first priority perfected security interest and, if reasonably requested by as described in Section 4.2 (subject to Permitted Liens) and shall take reasonable efforts to warrant and defend the Collateral Agent, shall defend covered by such security interest and such priority (subject to Permitted Liens) against the claims and demands of all PersonsPersons (other than Secured Parties).
(cb) Such Grantor shall furnish to the Collateral Agent at any time and from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably requestrequest in writing, in all cases in reasonable detail and in form and substance reasonably satisfactory to the Collateral AgentAgent (including in the case of any commercial tort claim constituting Collateral, for the avoidance of doubt, reasonable detail identifying the specific claims subject to the security interest granted in such commercial tort claims to the Collateral Agent pursuant to this Agreement).
(dc) At any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and the other Collateral Documents and of the rights and powers herein and therein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC Code (or other filings under similar requirements Requirements of Law) in effect in the U.S. or any other jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably requestrequest in writing that is consistent with the requirements hereof and of the other Loan Documents, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit executing and delivering any Control Agreements required by Section 5.5 of the Loan Agreement with respect to the Collateral Agent Accounts, in each case of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
sub-clause (e) To ensure that any of the Excluded Assets set forth in clauses (iii)(Bi) and (Cii) above, subject to the terms of Section 5.12(e) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoAgreement.
Appears in 2 contracts
Samples: Loan Agreement (UroGen Pharma Ltd.), Loan Agreement (UroGen Pharma Ltd.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of of: (i) any provision of any Loan Document, Document or (ii) any Related Document, any requirement Requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction violation would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) . Such Grantor shall will maintain books and records with respect to the Collateral owned by it as required pursuant to Section 5.09(a) of the Credit Agreement, and will furnish to the Collateral Administrative Agent from time to time such statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(dc) At any time and from time to time, upon the reasonable written request of Administrative Agent (at the Collateral Agentsole expense of such Grantor), such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) filing of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Administrative Agent may reasonably request, including (A) using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Administrative Agent of any material Contractual Obligation Obligation, including any material IP License, held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) hereunder and (CB) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use executing and using its commercially reasonable efforts to obtain deliver any required consents from Control Agreements with respect to deposit accounts and securities accounts included in the Collateral.
(d) Such Grantor will not authorize the filing of any Person financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except for financing statements (i) naming the Administrative Agent on behalf of the Secured Parties as the secured party, and (ii) in respect to other than the Loan Parties and their Affiliates, whose consent shall be required) Permitted Liens. Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any Permit financing statement described in subclause (i) of this clause (d) without the prior written consent of the Administrative Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC. Notwithstanding any of the foregoing, the Grantors that are Domestic Subsidiaries (including the Borrower) are not required to take any actions under the laws of any jurisdiction outside of the United States to create, perfect or any Contractual Obligation with such Person entered into by protect the Liens securing the Secured Obligations; provided, that this limitation shall not apply (and such Grantor that requires shall take such consent as a condition actions) to the creation by extent that such Grantor takes any such actions for the benefit of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoother Indebtedness of the Grantors.
Appears in 2 contracts
Samples: Security Agreement (Unisys Corp), Security Agreement (Unisys Corp)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Transaction Document, any Related Document, any requirement of Law Regulation or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation agreement, obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral enter into an Asset Sale, if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 3.2 and shall defend such security interest and such priority against the claims and demands of all PersonsPersons (other than the Purchaser Parties).
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements updates to the Disclosure Certificate and other lists, schedules and other documentation as may be requested by the Collateral Agent further identifying and describing the Collateral and such other documents documentation in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documentsdocumentation, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of LawRegulations) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including (A) using its commercially reasonable best efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation Permit or other agreement, including any IP License, held by such Grantor and to enforce the security interests granted hereunderhereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.
(e) If requested by the Collateral Agent, the Grantor shall arrange for the Collateral Agent’s first priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Collateral Agent shall deem advisable to perfect its security interests in any Vehicle.
(f) To ensure that any of the Excluded Assets Property set forth in clauses clause (iii)(B) and (Cii) of the proviso definition of Section 3.1 “Excluded Property” becomes part of the Collateral, such Grantor shall use its commercially reasonable best efforts to obtain any required consents from any Person (other than the Loan Parties Company, any Company Party and their respective Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title all or interest in part of such permit, license or Contractual Obligation or any Capital Stock related theretoExcluded Property.
Appears in 2 contracts
Samples: Security Agreement (ReShape Lifesciences Inc.), Security Agreement (Vsee Health, Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No The Grantor shall not (i) use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Documentthe Agreement, any Related Documentthe Note, any requirement of Law law or any policy of insurance covering the Collateral Collateral, or (ii) enter into any Contractual Obligation agreement or undertaking restricting the right or ability of such the Grantor or the Collateral Agent Secured Party to sell, assign, convey or transfer any Collateral if Collateral, and except as such use or restriction would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.
(b) Such The Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 3.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such The Grantor shall furnish to the Collateral Agent Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent Secured Party may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral AgentSecured Party.
(d) At any time and from time to time, upon the reasonable written request of the Collateral AgentSecured Party, such the Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement Agreement, and of the rights and powers herein granted, (i) take whatever action the Secured Party may reasonably require to perfect or maintain any security interest intended to be created by this Agreement, (ii) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of Lawapplicable law) in effect in any jurisdiction with respect to the security interest created hereby and (iiiii) take such further action as the Collateral Agent Secured Party may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent Secured Party of any Contractual Obligation contractual obligation, including any IP license, held by such the Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related thereto.
Appears in 2 contracts
Samples: Security Agreement (UA Granite Corp), Security Agreement (Stevia Corp)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor It shall (i) not use or permit any Collateral to be used unlawfully or in material violation of any provision of any Loan Document, any Related Project Document, any requirement requirements of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse EffectCollateral.
(b) Such Grantor It shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in 3)e) and shall defend such security interest and such priority against the claims and demands of all PersonsPersons other than any Person having a claim under any Permitted Liens.
(c) Such Grantor It shall furnish to the Collateral Agent from time together with the Financial Statements delivered pursuant to time Section 6.01 of the Credit Agreement and at such other times as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request, statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent (acting at the direction of the Administrative Agent), such Grantor it shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment thereof under the UCC (or other filings under similar requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation held by such Grantor Obligation, including any IP License, that it holds and to enforce the security interests granted hereunder. For the avoidance of doubt, so long as an Event of Default has not occurred and is continuing, the Collateral Agent shall not be [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. directed to request to enter into collateral access agreements with Customers party to a valid and enforceable Customer Agreement.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related thereto.
Appears in 2 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement Requirement of Law in any material respect or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer Sell any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such Pursuant to clause (ii) of Section 6.1(e) of the Credit Agreement, such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure (A) securing all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunderhereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.
(e) To ensure that any of If requested by the Excluded Assets set forth in clauses (iii)(B) and (C) of Collateral Agent, the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use arrange for the Collateral Agent's first priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Collateral Agent shall deem advisable to perfect its commercially reasonable efforts to obtain security interests in any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoVehicle.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Cinedigm Digital Cinema Corp.), Guaranty and Security Agreement (Cinedigm Digital Cinema Corp.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Subject to the occurrence of the actions described in Section 4.2, which each Grantor shall promptly undertake, and except to the extent perfection is either (i) use or permit any Collateral mutually agreed between Borrower and Lender not to be used unlawfully required under this Agreement or in violation of any provision of any the other Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral Documents or (ii) enter into any Contractual Obligation mutually agreed between Borrower and Lender to be effected by filings of financing statements or undertaking restricting the right amendments thereto to be made by Lender or ability of its Related Party pursuant to Section 7.2, such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the priority described in Section 4.2 and shall warrant and defend the Collateral Agent, shall defend covered by such security interest and such priority against the claims and demands of all PersonsPersons (other than Secured Parties).
(cb) Such Grantor shall furnish to the Collateral Agent Lender at any time and from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent Lender may reasonably requestrequest in writing, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral AgentLender.
(dc) At any time and from time to time, upon the written request of the Collateral AgentLender, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and the other Collateral Documents and of the rights and powers herein and therein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC Code (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent Lender may reasonably requestrequest in writing that is consistent with the requirements hereof and of the other Loan Documents, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit executing and delivering any Control Agreements required by Section 5.5 of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Agreement with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoCollateral Accounts.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Amicus Therapeutics Inc)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Subject to the occurrence of the actions described in Section 4.2, which each Grantor shall promptly undertake, and except to the extent perfection is either (i) use or permit any mutually agreed between Borrower and the Collateral Agent not to be used unlawfully required under this Agreement or in violation of any provision of any the other Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral Documents or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or mutually agreed between Borrower and the Collateral Agent to transfer be effected by filings of financing statements or amendments thereto to be made by the Collateral Agent or any Collateral if Lender or its Related Party pursuant to Section 7.2, such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the priority described in Section 4.2 and shall take reasonable steps to warrant and defend the Collateral Agent, shall defend covered by such security interest and such priority against the claims and demands of all PersonsPersons (other than Secured Parties).
(cb) Such Grantor shall furnish to the Collateral Agent at any time and from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably requestrequest in writing, in all cases in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(dc) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and the other Collateral Documents and of the rights and powers herein and therein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC Code (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably requestrequest in writing that is consistent with the requirements hereof and of the other Loan Documents, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit executing and delivering any Control Agreements required by Section 5.5 of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Agreement with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoCollateral Accounts.
Appears in 2 contracts
Samples: Loan Agreement (Sarepta Therapeutics, Inc.), Guaranty and Security Agreement (Sarepta Therapeutics, Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No The Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Transaction Document, any Related Document, any requirement of Law Regulation or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation agreement, obligation or undertaking restricting the right or ability of such the Grantor or the Collateral Agent to transfer any Collateral enter into an Asset Sale, if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such The Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 3.2 and shall defend such security interest and such priority against the claims and demands of all PersonsPersons (other than the Purchaser Parties).
(c) Such The Grantor shall furnish to the Collateral Agent from time to time statements updates to the Disclosure Certificate and other lists, schedules and other documentation as may be requested by the Collateral Agent further identifying and describing the Collateral and such other documents documentation in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such the Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documentsdocumentation, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of LawRegulations) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including (A) using its commercially reasonable best efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation Permit or other agreement, including any IP License, held by such the Grantor and to enforce the security interests granted hereunderhereunder and (B) [reserved].
(e) If requested by the Collateral Agent, the Grantor shall arrange for the Collateral Agent’s first priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Collateral Agent shall deem advisable to perfect its security interests in any Vehicle.
(f) To ensure that any of the Excluded Assets Property set forth in clauses clause (iii)(B) and (Cii) of the proviso definition of Section 3.1 “Excluded Property” becomes part of the Collateral, such the Grantor shall use its commercially reasonable best efforts to obtain any required consents from any Person (other than the Loan Parties any Company Party and their respective Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such the Grantor that requires such consent as a condition to the creation by such the Grantor of a Lien on any right, title all or interest in part of such permit, license or Contractual Obligation or any Capital Stock related theretoExcluded Property.
Appears in 2 contracts
Samples: Security Agreement (Chromocell Therapeutics Corp), Security Agreement (Chromocell Therapeutics Corp)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement Requirement of Law or any policy of insurance covering the Collateral if such use could reasonably be expected to materially impair the value of the Collateral or invalidate or impair such policy of insurance with respect to a material portion of the Collateral and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Administrative Agent to transfer Sell any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all PersonsPersons other than Permitted Liens under any Loan Document (including Section 4.2).
(c) Such Pursuant to Section 6.1(d) of the Credit Agreement, such Grantor shall furnish to the Collateral Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Administrative Agent.
(d) At any time and from time to time, upon the written request of the Collateral Administrative Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Administrative Agent may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of executing and delivering any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Control Agreements with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition deposit accounts and securities accounts to the creation extent required by such Grantor Section 7.11 of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretothe Credit Agreement.
Appears in 1 contract
Samples: Guaranty and Security Agreement (CBaySystems Holdings LTD)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement Requirement of Law applicable to such Grantor or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign, convey or transfer any Collateral if such restriction would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on such Grantor’s business, assets or condition, or its ability to perform its obligations under this Agreement, the Note and the Loan Documents.
(b) Such Grantor shall take such actions as required hereunder or that may be required of a debtor under any applicable law to maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recordedrecorded (if applicable), such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirement of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the collateral assignment to or for the benefit of the Collateral Agent of any Contractual Obligation included in the Collateral, including any IP License, held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that a Lien and security interest is granted on any of the Excluded Assets Property set forth in clauses clause (iii)(B) and (Cii) of the proviso definition of Section 3.1 becomes part of “Excluded Property” (solely to the extent such Excluded Property would otherwise constitute Collateral), such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties Borrower and their Affiliates, whose consent shall be required) its Affiliates with respect to any Permit permit or license or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock or Stock Equivalent related thereto.
Appears in 1 contract
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Note Document, any Related Document, any requirement Requirement of Law or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer Sell any Collateral (other than a Note Document or a Credit Agreement Document) if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such Pursuant to Section 6.1(d) of the Securities Purchase Agreement, such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of executing and delivering any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Control Agreements with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition deposit accounts and securities accounts, to the creation extent required by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretothe Securities Purchase Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Film Department Holdings, Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Subject to the occurrence of the actions described in Section 4.2, which each Grantor shall promptly undertake, and except to the extent perfection is either (i) use or permit any mutually agreed between Borrower and the Collateral Agent not to be used unlawfully required under this Agreement or in violation of any provision of any the other Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral Documents or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or mutually agreed between Borrower and the Collateral Agent to transfer any be effected by filings of financing statements or amendments thereto to be made by the Collateral if Agent or its Related Party pursuant to Section 7.2, such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the priority described in Section 4.2 and shall warrant and defend the Collateral Agent, shall defend covered by such security interest and such priority against the claims and demands of all PersonsPersons (other than Secured Parties).
(ca) Such Grantor shall furnish to the Collateral Agent at any time and from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(db) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement, each IP Agreement and the Loan Agreement and of the rights and powers herein and therein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC Code (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably requestrequest in writing, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit executing and delivering any Control Agreements required by Section 5.5 of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Agreement with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoCollateral Accounts.
Appears in 1 contract
Samples: Loan Agreement (TESARO, Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Transaction Document, any Related Document, any requirement of Law Regulation or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation agreement, obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral enter into an Asset Sale, if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 3.2 and shall defend such security interest and such priority against the claims and demands of all PersonsPersons (other than the Holder Parties).
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements updates to the Disclosure Certificate and other lists, schedules and other documentation as may be requested by the Collateral Agent further identifying and describing the Collateral and such other documents documentation in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documentsdocumentation, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of LawRegulations) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including (A) using its commercially reasonable best efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation Permit or other agreement, including any IP License, held by such Grantor and to enforce the security interests granted hereunderhereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.
(e) If requested by the Collateral Agent, the Grantor shall arrange for the Collateral Agent’s first priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Collateral Agent shall deem advisable to perfect its security interests in any Vehicle.
(f) To ensure that any of the Excluded Assets Property set forth in clauses clause (iii)(B) and (Cii) of the proviso definition of Section 3.1 “Excluded Property” becomes part of the Collateral, such Grantor shall use its commercially reasonable best efforts to obtain any required consents from any Person (other than the Loan Parties Companies, any Company Party and their respective Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title all or interest in part of such permit, license or Contractual Obligation or any Capital Stock related theretoExcluded Property.
Appears in 1 contract
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement Requirement of Law in any material respect or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation or undertaking undertaking, other than the CHG Lease Facility Documents, restricting the right or ability of such Grantor or the Collateral Agent to transfer Sell any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such Pursuant to clause (ii) of Section 6.1(e) of the Credit Agreement, such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure securing all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related thereto.
Appears in 1 contract
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related DocumentAgreement, any requirement Requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse EffectCollateral.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) to the extent required hereunder or under the Credit Agreement Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) only to the extent required hereunder, take such further action as the Collateral Agent may reasonably request, including (A) using its commercially reasonable best efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunderhereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.
(e) If requested by Agent after the occurrence and during the continuance of an Event of Default, Grantor shall arrange for Agent’s first priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that Agent shall deem advisable to perfect its security interests in any Vehicle.
(f) To ensure that a Lien and security interest is granted on any of the Excluded Assets Property set forth in clauses clause (iii)(B) and (Cii) of the proviso definition of Section 3.1 becomes part of the Collateral, “Excluded Property,” such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties Borrower and their Affiliates, whose consent shall be required) its Affiliates with respect to any Permit material permit or license or any material Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock or Stock Equivalent related thereto.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Rentech Nitrogen Partners, L.P.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Subject to the occurrence of the actions described in Section 4.2, which each Grantor shall promptly undertake, and except to the extent perfection is either (i) use or permit any mutually agreed between Borrower and the Collateral Agent not to be used unlawfully required under this Agreement or in violation of any provision of any the other Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral Documents or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or mutually agreed between Borrower and the Collateral Agent to transfer be effected by filings of financing statements or amendments thereto to be made by the Collateral Agent or any Collateral if Lender or its Related Party pursuant to Section 7.2, such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the priority described in Section 4.2 and shall warrant and defend the Collateral Agent, shall defend covered by such security interest and such priority against the claims and demands of all PersonsPersons (other than Secured Parties).
(cb) Such Grantor shall furnish to the Collateral Agent at any time and from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably requestrequest in writing, in all cases in reasonable detail and in form and substance reasonably satisfactory to the Collateral AgentAgent (including in the case of any commercial tort claim constituting Collateral, for the avoidance of doubt, reasonable detail identifying the specific claims subject to the security interest granted in such commercial tort claims to the Collateral Agent pursuant to this Agreement).
(dc) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and the other Collateral Documents and of the rights and powers herein and therein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC Code (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably requestrequest in writing that is consistent with the requirements hereof and of the other Loan Documents, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit executing and delivering any Control Agreements required by Section 5.5 of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Agreement with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoCollateral Accounts.
Appears in 1 contract
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not, in any material respect, use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement of applicable Law or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Administrative Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse EffectCollateral, unless expressly permitted by Section 7.09 of the Credit Agreement.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected first-priority security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 (unless the Loan Documents expressly permit such Grantor not to so maintain) and shall defend such security interest and such priority against the claims and demands of all PersonsPersons (other than Persons holding Liens permitted under Section 7.01 of the Credit Agreement).
(c) Such Grantor shall furnish to the Collateral Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral Collateral, in each case if and as the Collateral Administrative Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Administrative Agent.
(d) At any time and from time to time, upon the written reasonable request of the Collateral Administrative Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of Lawapplicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Administrative Agent may reasonably request, including (A) using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Administrative Agent of any Contractual Obligation that is not Excluded Property, including any IP License, held by such Grantor and to enforce the security interests granted hereunderhereunder and (B) executing and delivering any Account Control Agreements with respect to deposit accounts and securities accounts to the extent required under Section 6.16 of the Credit Agreement. Notwithstanding the foregoing, in no circumstance shall any Grantor be required to obtain landlord consents or waivers relating to any real property leased or rented by any Grantor.
(e) If reasonably requested by the Administrative Agent, the Grantor shall arrange for the Administrative Agent’s first priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Administrative Agent shall deem advisable to perfect its security interests in any Vehicle.
(f) To ensure that a Lien and security interest is granted on any of the Excluded Assets Property set forth in clauses clause (iii)(B) and (Cii) of the proviso definition of Section 3.1 becomes part of the Collateral“Excluded Property”, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit permit or license or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related Equity Interests relating thereto.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Einstein Noah Restaurant Group Inc)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement Requirement of Law applicable to such Grantor or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign, convey or transfer any Collateral if such restriction would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on such Grantor’s business, assets or condition, or its ability to perform its obligations under this Agreement, the Notes and the Loan Documents.
(b) Such Grantor shall take such actions as required hereunder or that may be required of a debtor under any applicable law to maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recordedrecorded (if applicable), such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirement of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the collateral assignment to or for the benefit of the Collateral Agent of any Contractual Obligation included in the Collateral, including any IP License, held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that a Lien and security interest is granted on any of the Excluded Assets Property set forth in clauses clause (iii)(B) and (Cii) of the proviso definition of Section 3.1 becomes part of “Excluded Property” (solely to the extent such Excluded Property would otherwise constitute Collateral), such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties Borrower and their Affiliates, whose consent shall be required) its Affiliates with respect to any Permit permit or license or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock or Stock Equivalent related thereto.
Appears in 1 contract
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan CHG Lease Facility Document or Senior Credit Document, any Related Document, any requirement Requirement of Law in any material respect or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer Sell any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure (A) securing all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunderhereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.
(e) To ensure that any of If requested by the Excluded Assets set forth in clauses (iii)(B) and (C) of Collateral Agent, the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use arrange for the Collateral Agent’s first priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Collateral Agent shall deem advisable to perfect its commercially reasonable efforts to obtain security interests in any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoVehicle.
Appears in 1 contract
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor shall (i) use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest andto the extent and subject to the terms and limitations set forth herein, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall use commercially reasonable efforts to defend such security interest and such priority against the claims and demands of all Persons.
(cb) Such Grantor shall furnish to the Collateral Agent Lender, upon Lender’s reasonable written request, from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent Lender may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral AgentLender.
(dc) At any time and from time to time, upon Upon the written request of the Collateral AgentLender, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent Lender may reasonably request, including (A) using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent Lender of any Contractual Obligation Obligation, including any IP License, constituting Collateral, held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) hereunder and (CB) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain executing and delivering any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Control Agreements with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretodeposit accounts and securities accounts.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Signal Genetics LLC)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Transaction Document, any Related Document, any requirement of Law Regulation or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation agreement, obligation or undertaking restricting the right or ability of such Grantor or the Collateral Purchaser Agent to transfer any Collateral enter into an Asset Sale, if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 3.2 and shall defend such security interest and such priority against the claims and demands of all PersonsPersons (other than the Secured Parties).
(c) Such Grantor shall furnish to the Collateral Purchaser Agent from time to time statements updates to the Disclosure Certificate and other lists, schedules and other documentation as may be requested by the Purchaser Agent further identifying and describing the Collateral and such other documents documentation in connection with the Collateral as the Collateral Purchaser Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Purchaser Agent.. EXECUTION COPY
(d) At any time and from time to time, upon the written request of the Collateral Agent, Purchaser Agent such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documentsdocumentation, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of LawRegulations) in effect in any jurisdiction with respect to the security interest created hereby and (ii) if and as applicable, take such further action as the Collateral Purchaser Agent may reasonably request, including (A) using its commercially reasonable best efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Purchaser Agent of any Contractual Obligation Permit or other agreement, including any IP License, held by such Grantor and to enforce the security interests granted hereunderhereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.
(e) If requested by the Purchaser Agent, the Grantor shall arrange for the Purchaser Agent’s [first] priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Purchaser Agent shall deem advisable to perfect its security interests in any Vehicle.
(f) To ensure that any of the Excluded Assets Property set forth in clauses clause (iii)(B) and (Cii) of the proviso definition of Section 3.1 “Excluded Property” becomes part of the Collateral, such Grantor shall use its commercially reasonable best efforts to obtain any required consents from any Person (other than the Loan Parties Company, any Company Party and their respective Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title all or interest in part of such permit, license or Contractual Obligation or any Capital Stock related theretoExcluded Property.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bergio International, Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor shall (i) It shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of any Loan Document, any Related Project Document, any requirement requirements of Law or any policy of insurance covering the Collateral or (Collateral.
ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor It shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in 3)e) and shall defend such security interest and such priority against the claims and demands of all PersonsPersons other than any Person having a claim under any Permitted Liens.
(ciii) Such Grantor It shall furnish to the Collateral Agent from time together with the Financial Statements delivered pursuant to time Section 6.01 of the Credit Agreement and at such other times as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request, statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(div) At any time and from time to time, upon the written request of the Collateral Agent (acting at the direction of the Administrative Agent), such Grantor it shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment thereof under the UCC (or other filings under similar requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation held by such Grantor Obligation, including any IP License, that it holds and to enforce the security interests granted hereunder. For the avoidance of doubt, so long as an Event of Default has not occurred and is continuing, the Collateral Agent shall not be directed to request to enter into collateral access agreements with Customers party to a valid and enforceable Customer Agreement.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related thereto.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related DocumentAgreement, any requirement Requirement of Law or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign, convey or transfer any Collateral if such restriction would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including (A) using its commercially reasonable best efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunderhereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.
(e) If requested by Agent, the Grantor shall arrange for Agent’s first priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that Agent shall deem advisable to perfect its security interests in any Vehicle.
(f) To ensure that a Lien and security interest is granted on any of the Excluded Assets Property set forth in clauses clause (iii)(B) and (Cii) of the proviso definition of Section 3.1 becomes part of the Collateral“Excluded Property”, such Grantor shall use its commercially reasonable best efforts to obtain any required consents from any Person (other than the Loan Parties Borrower and their Affiliates, whose consent shall be required) its Affiliates with respect to any Permit permit or license or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock or Stock Equivalent related thereto.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Nobilis Health Corp.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor It shall (i) not use or permit any Collateral to be used unlawfully or in material violation of any provision of any Loan Document, any Related Project Document, any requirement requirements of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse EffectCollateral.
(b) Such Grantor It shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in 3)e) and shall defend such security interest and such priority against the claims and demands of all PersonsPersons other than any Person having a claim under any Permitted Liens. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Such Grantor It shall furnish to the Collateral Agent from time together with the Financial Statements delivered pursuant to time Section 6.01 of the Credit Agreement and at such other times as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request, statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent (acting at the direction of the Administrative Agent), such Grantor it shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment thereof under the UCC (or other filings under similar requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent (acting at the direction of the Administrative Agent) may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation held by such Grantor Obligation, including any IP License, that it holds and to enforce the security interests granted hereunder. For the avoidance of doubt, so long as an Event of Default has not occurred and is continuing, the Collateral Agent shall not be directed to request to enter into collateral access agreements with Customers party to a valid and enforceable Customer Agreement.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related thereto.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor shall (i) use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by the Collateral Agent, shall use commercially reasonable efforts to defend such security interest and such priority against the claims and demands of all Persons.
(cb) Such Grantor will notify the Collateral Trustee within 30 days of (i) any change in its name or organizational form, (ii) any change in its location (determined as provided in UCC Section 9-307) or (iii) its becoming bound, as provided in UCC Section 9-203(d) or otherwise, by a security agreement entered into by another Person, and such Grantor shall furnish take all steps necessary to maintain the validity and perfection of the Liens in the Collateral of such Grantor to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agentextent required hereunder.
(dc) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) only to the extent required hereunder or under any Parity Lien Document, (A) take such further action as Collateral Trustee may reasonably request and (B) execute and deliver any Control Agreements with respect to deposit accounts and securities accounts, other than Excluded Deposit Accounts and any deposit account or security account with a value of less than $1,000,000. Notwithstanding anything herein to the contrary, no Control Agreements shall be required with respect to any deposit account or securities account except to the extent required under the ABL Facility; provided, however, that this requirement shall be deemed satisfied for so long as the ABL Facility Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or is acting as agent for the benefit of the Collateral Agent of any Contractual Obligation held by such Grantor and Trustee pursuant to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Intercreditor Agreement with respect to any Permit deposit account control agreement or securities account control agreement to which the ABL Facility Collateral Agent is a party; provided, further, that in no event shall any Contractual Obligation with Grantor be required to execute or deliver (or maintain in effect) any deposit account control agreement or securities account control agreement if there is no ABL Facility then in effect or such Person entered into by such Grantor that requires such consent as a condition control agreement is not otherwise required to be delivered to the creation by such Grantor ABL Facility Collateral Agent under the terms of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretothe ABL Facility.
Appears in 1 contract
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor shall (i) use or permit any Collateral to be used unlawfully or in violation of any provision of the Indenture, any Loan Collateral Document, any Related Document, any material requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial condition of the Grantors (taken as a whole).
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by the Collateral Agent, and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related thereto.
Appears in 1 contract
Samples: Second Lien Collateral Agreement (SFX Entertainment, INC)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No The Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement Requirement of Law in any material respect or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such the Grantor or the Collateral Agent to transfer Sell any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such The Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such Pursuant to Section 6.19(b) of the Credit Agreement, the Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such the Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure (A) securing all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation Obligation, including any IP License, held by such the Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) hereunder and (CB) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain executing and delivering any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Control Agreements with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretodeposit accounts and securities accounts.
Appears in 1 contract
Samples: Security Agreement (Cinedigm Corp.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor shall (i) Such Grantor shall not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement Requirement of Law or any policy of insurance covering the Collateral or Collateral;
(ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest Security Interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 5(e) and shall defend such security interest Security Interest and such priority against the claims and demands of all Persons.;
(ciii) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.;
(div) At any time and from time to time, upon If requested by the written request of the Collateral Agent, such the Grantor shall, for the purpose shall provide a list of obtaining or preserving the full benefits all serial numbers of this Agreement all serial numbered goods and all vehicle identification numbers of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.motor vehicles;
(ev) To ensure that a Lien and security interest is granted on any of the Excluded Assets Property set forth in clauses (iii)(Bi) and or (Cii) of the proviso definition of Section 3.1 becomes part of the Collateral“Excluded Property”, such Grantor shall use its commercially reasonable best efforts to obtain any required consents from any Person (other than the Loan Parties Borrower and their Affiliates, whose consent shall be required) its Affiliates with respect to any Permit permit or license or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related thereto.;
Appears in 1 contract
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Transaction Document, any Related Document, any requirement of Law Regulation or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation agreement, obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral enter into an Asset Sale, if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 3.2 and shall defend such security interest and such priority against the claims and demands of all PersonsPersons (other than the Purchaser Parties).
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements updates to the Disclosure Certificate and other lists, schedules and other documentation as may be requested by the Collateral Agent further identifying and describing the Collateral and such other documents documentation in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documentsdocumentation, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of LawRegulations) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including (A) using its commercially reasonable best efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation Permit or other agreement, including any IP License, held by such Grantor and to enforce the security interests granted hereunderhereunder and (B) [reserved].
(e) If requested by the Collateral Agent, the Grantor shall arrange for the Collateral Agent’s first priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Collateral Agent shall deem advisable to perfect its security interests in any Vehicle.
(f) To ensure that any of the Excluded Assets Property set forth in clauses clause (iii)(B) and (Cii) of the proviso definition of Section 3.1 “Excluded Property” becomes part of the Collateral, such Grantor shall use its commercially reasonable best efforts to obtain any required consents from any Person (other than the Loan Parties Company, any Company Party and their respective Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title all or interest in part of such permit, license or Contractual Obligation or any Capital Stock related theretoExcluded Property.
Appears in 1 contract
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Transaction Document, any Related Document, any requirement Requirement of Law or any policy of insurance covering the Collateral or and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer sell any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having the Collateral Agent, priority described in Section 3.2 and shall defend such security interest and such priority against the claims and demands of all PersonsPersons not constituting Permitted Liens.
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including (A) during the continuance of an Event of Default using its commercially reasonable best efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunderhereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.
(e) To ensure that any of If requested by the Excluded Assets set forth in clauses (iii)(B) and (C) of Agent, the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use arrange for the Agent’s security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Agent shall deem advisable to perfect its commercially reasonable efforts to obtain security interests in any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoVehicle.
Appears in 1 contract
Samples: Security Agreement (Schiff Nutrition International, Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Subject to the occurrence of the actions described in Section 4.2, which each Grantor shall promptly undertake, and except to the extent perfection is either (i) use or permit any mutually agreed between Borrower and the Collateral Agent not to be used unlawfully required under this Agreement or in violation of any provision of any the other Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral Documents or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or mutually agreed between Borrower and the Collateral Agent to transfer be effected by filings of financing statements or amendments thereto to be made by the Collateral Agent or any Collateral if Lender or its Related Party pursuant to Section 7.2, such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the priority described in Section 4.2 and shall warrant and defend the Collateral Agent, shall defend covered by such security interest and such priority against the claims and demands of all PersonsPersons (other than Secured Parties).
(cb) Such Grantor shall furnish to the Collateral Agent at any time and from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably requestrequest in writing, which requests shall be made no more frequently than once per calendar year or at any time or from time to time after the occurrence and during the continuance of an Event of Default, in all cases in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(dc) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and the other Collateral Documents and of the rights and powers herein and therein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC Code (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably requestrequest in writing that is consistent with the requirements hereof and of the other Loan Documents, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit executing and delivering any Control Agreements required by Section 5.5 of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Agreement with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoCollateral Accounts.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Akebia Therapeutics, Inc.)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Grantor shall (i) use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any material requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by the Collateral Agent, shall defend such security interest and such priority against the claims and demands of all Persons.
(c) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(d) At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) and (C) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related thereto.
Appears in 1 contract
Samples: First Lien Guarantee and Collateral Agreement (SFX Entertainment, INC)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of of: (i) any provision of any Loan Document, Pari Passu Lien Document or (ii) any Related Document, any requirement Requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction violation would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) . Such Grantor shall will furnish to the Collateral Agent from time to time Trustee statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Collateral Agent Trustee may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(dc) At any time and from time to time, time or upon the reasonable written request of the Collateral AgentTrustee (at the sole expense of such Grantor), such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) filing of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent Trustee may reasonably request, including (A) using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent Trustee of any material Contractual Obligation Obligation, including any material IP License, held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) hereunder and (CB) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use executing and using its commercially reasonable efforts to obtain deliver any required consents from Control Agreements with respect to deposit accounts and securities accounts included in the Collateral.
(d) Such Grantor will not authorize the filing of any Person financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except for financing statements (i) naming the Collateral Trustee on behalf of the Secured Parties as the secured party, and (ii) in respect to other than the Loan Parties and their Affiliates, whose consent shall be required) Permitted Liens. Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any Permit or any Contractual Obligation with financing statement described in subclause (i) of this clause (d) without the prior written consent of the Collateral Trustee, subject to such Person entered into by such Grantor that requires such consent as a condition to Grantor’s rights under Section 9-509(d)(2) of the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoUCC.
Appears in 1 contract
Samples: Security Agreement (Unisys Corp)
Maintenance of Perfected Security Interest Further Documentation and Consents. (a) No Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of of: (i) any provision of any Loan Document, Priority Lien Document or (ii) any Related Document, any requirement Requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction violation would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.
(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest and, if reasonably requested by having at least the Collateral Agent, priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
(c) . Such Grantor shall will furnish to the Collateral Agent from time to time Trustee statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Collateral Agent Trustee may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent.
(dc) At any time and from time to time, time or upon the reasonable written request of the Collateral AgentTrustee (at the sole expense of such Grantor), such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) filing of any financing statement or amendment under the UCC (or other filings under similar requirements Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent Trustee may reasonably request, including (A) using its commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent Trustee of any material Contractual Obligation Obligation, including any material IP License, held by such Grantor and to enforce the security interests granted hereunder.
(e) To ensure that any of the Excluded Assets set forth in clauses (iii)(B) hereunder and (CB) of the proviso of Section 3.1 becomes part of the Collateral, such Grantor shall use executing and using its commercially reasonable efforts to obtain deliver any required consents from any Person (other than the Loan Parties and their Affiliates, whose consent shall be required) Control Agreements with respect to any Permit or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to deposit accounts and securities accounts included in the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Capital Stock related theretoCollateral.
Appears in 1 contract
Samples: Security Agreement (Unisys Corp)
