Maintenance of Security Interest; Further Assurances. (a) Each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. (b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured Obligations. (c) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 4 contracts
Samples: Security Agreement (Asbury Automotive Group Inc), Security Agreement (Asbury Automotive Group Inc), Security Agreement (Asbury Automotive Group Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, Perfection Documents may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s authority to have effected filings of Perfection Documents made by the Administrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 3 contracts
Samples: Security Agreement (Sonic Automotive Inc), Security Agreement (Sonic Automotive Inc), Security Agreement (Sonic Automotive Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Agent’s security interest in the Collateral, or otherwise to better assure and confirm unto the Agent its rights, powers and remedies for the benefit of the Lenders hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements or other Perfection Documents (including amendments thereto and initial financing statements in lieu of continuation statementscopies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties Lenders hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor.
(b) Notwithstanding anything herein or in the other Loan Documents to the contrary, each Grantor may retain possession of all payday loan promissory notes payable to such Grantor; provided, however, that so long as any Event of Default is in effect, each Grantor shall promptly deliver to the Agent, if the Agent so requests, the originals of all such promissory notes together with any checks and supporting obligations held for the payment of such promissory notes.
(c) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured PartiesLenders, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured PartiesLenders, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(cd) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, in and to make or cause to be made appropriate disclosure upon its financial statements of, the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, security interest granted hereunder to the extent permitted by law, be identified by application Agent for the benefit of the lowest intermediate balance rule to such commingled propertyLenders.
Appears in 3 contracts
Samples: Credit Agreement (QC Holdings, Inc.), Credit Agreement (QC Holdings, Inc.), Subsidiary Security Agreement (QC Holdings, Inc.)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Revolving Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Revolving Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Revolving Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Revolving Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Revolving Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Revolving Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, Perfection Documents may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Revolving Administrative Agent’s authority to have effected filings of Perfection Documents made by the Revolving Administrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Revolving Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Revolving Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Revolving Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Revolving Administrative Agent for the benefit of the Secured Parties.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 3 contracts
Samples: Security Agreement, Security Agreement (Sonic Automotive Inc), Security Agreement (Sonic Automotive Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or, subject to the limitations set forth in the Loan Documents, as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, but subject to the limitations set forth in the Loan Documents, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the applicable Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s election, may describe authority to have effected filings of Perfection Documents made by the Collateral as or including all assets or personal property (other than Fixtures) of the GrantorAdministrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment shall promptly pay upon written demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, and to the extent permitted required by lawGAAP to make or cause to be made appropriate disclosure upon its financial statements of, be identified by application the security interest granted hereunder to the Administrative Agent for the benefit of the lowest intermediate balance rule to such commingled propertySecured Parties.
Appears in 2 contracts
Samples: Security Agreement (Sanmina Corp), Credit Agreement (Sanmina Corp)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise better to assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable lawfile, without the signature of the Grantor appearing thereon) , financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s electionauthority to have effected filings of Perfection Documents made by the Administrative Agent prior to the date of execution of this Security Agreement or Security Joinder Agreement by such Grantor, may describe the Collateral as or including all assets or personal property applicable (other than Fixtures) of the with respect to each Grantor, its “Applicable Date”).
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured Obligations.
(c) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 2 contracts
Samples: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)
Maintenance of Security Interest; Further Assurances. (a) Each The Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Lender may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Lender's security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Lender its rights, powers and remedies for the benefit of the Lender hereunder. Without limiting the foregoing, the Grantor hereby irrevocably authorizes the Administrative Agent Lender to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such the Grantor as “"debtor” " at such time or times and in all filing offices as the Administrative Agent Lender may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties Lender hereunder, or otherwise to give effect to the transactions herein contemplated, any . The Grantor hereby irrevocably ratifies and acknowledges the Lender's authority to have effected filings of which financing statements, at Perfection Documents made by the Administrative Agent’s election, may describe Lender prior to the Collateral as or including all assets or personal property (other than Fixtures) of the Grantordate hereof.
(b) With respect to any and all Collateral, each the Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured PartiesLender, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent Lender of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured PartiesLender, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each The Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Lender.
(d) The Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 2 contracts
Samples: Security Agreement (Crocs, Inc.), Security Agreement (Crocs, Inc.)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s authority to have effected filings of Perfection Documents made by the Administrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all reasonable and documented fees and expenses (including documentary stamp, excise or intangibles taxestaxes but limited, in the case of attorney’s fees, to the reasonable and documented fees and expenses of one primary counsel to the Administrative Agent and one local counsel and applicable regulatory counsel in each jurisdiction) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall, upon the request of the Required Lenders, bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, in and to make or cause to be made appropriate disclosure upon its financial statements of, the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, security interest granted hereunder to the extent permitted by law, be identified by application Administrative Agent for the benefit of the lowest intermediate balance rule to such commingled propertySecured Parties.
Appears in 2 contracts
Samples: Security Agreement (Mastec Inc), Security Agreement (Mastec Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver such Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the applicable Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s election, may describe authority to have effected filings of Perfection Documents made by the Collateral as or including all assets or personal property (other than Fixtures) of the GrantorAdministrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted LiensAction. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties.
(d) After the occurrence and during the continuance of a Default, each Grantor will execute and file such assignment of claims forms under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, as may be necessary or desirable, or as the Administrative Agent may from time to time request, in order to perfect and preserve the event any proceeds (security interests and other than goods) of Collateral shall rights granted or purported to be or become commingled with other property not constituting Collateral, then such proceeds may, granted to the extent permitted by lawAdministrative Agent hereby (free of all other liens, be identified by application claims and rights of the lowest intermediate balance rule to such commingled propertythird parties whatsoever).
Appears in 1 contract
Samples: Security Agreement (Tetra Tech Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Subject to Section 29, each Grantor will from time to time at its own expense, deliver such Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the applicable Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s election, may describe authority to have effected filings of Perfection Documents made by the Collateral as or including all assets or personal property (other than Fixtures) of the GrantorAdministrative Agent prior to its Applicable Date.
(b) With Subject to Section 29, with respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted LiensAction. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties.
(d) After the occurrence and during the continuance of a Default, each Grantor will execute and file such assignment of claims forms under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, as may be necessary or desirable, or as the Administrative Agent may from time to time request, in order to perfect and preserve the event any proceeds (security interests and other than goods) of Collateral shall rights granted or purported to be or become commingled with other property not constituting Collateral, then such proceeds may, granted to the extent permitted by lawAdministrative Agent hereby (free of all other liens, be identified by application claims and rights of the lowest intermediate balance rule to such commingled propertythird parties whatsoever).
Appears in 1 contract
Samples: Security Agreement (Tetra Tech Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents, the Notes Documents or as the Collateral Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Collateral Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Collateral Agent its rights, powers and remedies for the benefit of the Secured Creditors hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Collateral Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements approved by such Grantor (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Collateral Agent may from time to time reasonably determine to be necessary or advisable to perfect or protect the rights of the Administrative Collateral Agent and the Secured Parties Creditors hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative Collateral Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Collateral Agent’s authority to have effected filings of Perfection Documents made by the Collateral Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesCreditors, including, but not limited to, the prompt payment upon demand therefor by the Administrative Collateral Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesCreditors, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Collateral Agent for the benefit of the Secured Creditors.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
(e) Each Grantor agrees to provide to the Collateral Agent notices which shall be delivered to the appropriate Governmental Authority or, if necessary, each Account Debtor (as defined herein) that is a department, agency or authority of the United States government and is party to any contract that could reasonably be expected to give rise to Payment Collateral (as defined herein) in excess of $1,000,000 in any given year of such contract that such Payment Collateral has been assigned to the Collateral Agent for the benefit of the Secured Creditors and that Collateral Agent has a security interest therein for the benefit of the Secured Creditors, and otherwise do all acts and things and execute all documents necessary, in Collateral Agent’s sole discretion, to collect such Payment Collateral; provided, that such notices shall only be delivered by the Collateral Agent to such Governmental Authority or Account Debtors if an Event of Default has occurred and is continuing.
Appears in 1 contract
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Transaction Documents or as the General Collateral Agent or the Designated Collateral Subagent may reasonably request in connection with the administration or enforcement of this General Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this General Security Agreement, to perfect, protect, maintain the priority of or enforce the General Collateral Agent's security interest in the Collateral, subject only to Priority Liens and Permitted Liens, or otherwise to better assure and confirm unto each of the General Collateral Agent and the Designated Collateral Subagent its and their rights, powers and remedies for the benefit of the General Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative General Collateral Agent or the Designated Collateral Subagent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements or other Perfection Documents (including amendments thereto and initial financing statements in lieu of continuation statementscopies thereof) showing such Grantor as “"debtor” " and the General Collateral Agent in such capacity as "secured party" at such time or times and in all filing offices as the Administrative General Collateral Agent or the Designated Collateral Subagent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative General Collateral Agent and the General Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated. Without limiting the generality of the foregoing, each Grantor will execute and file (with the appropriate governmental offices, authorities, agencies and regulatory bodies in the United States and any of which applicable foreign jurisdiction) such supplements to this General Security Agreement and such financing or continuation statements, at or amendments thereto, and such other instruments or notices, including executed Assignments of Trademarks and Licenses with the Administrative Agent’s electionPatent and Trademark Office, as may be necessary or desirable, or as the General Collateral Agent or the Designated Collateral Subagent, on behalf of the General Secured Parties, may describe reasonably request, in order to perfect and preserve the Collateral as or including all assets or personal property (other than Fixtures) of the Grantorsecurity interests granted hereby.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative General Collateral Agent for the benefit of the General Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative General Collateral Agent or the Designated Collateral Subagent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative General Collateral Agent for the benefit of the General Secured Parties, subject only to Priority Liens and Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the General Collateral Agent for the benefit of the General Secured Parties.
(d) Each Grantor agrees that, should it have or obtain an ownership interest in any Material Trademark or trademark application that is not now identified on Schedule 5-A or any Material License that is not now identified on Schedule 5-B: (i) the provisions of this Agreement shall automatically apply to such item, and such item shall automatically become part of the Collateral; and (ii) such Grantor shall, within three months after acquiring or becoming aware of such ownership interest, (A) give written notice thereof to the General Collateral Agent, (B) with respect to Material Trademarks, cause such Material Trademarks to be properly registered with the Patent and Trademark Office and (C) with respect to Material Trademarks and Material Licenses, prepare, execute and file in the Patent and Trademark Office or in the equivalent agencies in any foreign jurisdiction, and in each applicable filing or recording office under the applicable Uniform Commercial Code, within the requisite time period, all documents and financing statements that are known by such Grantor to be necessary or that the General Collateral Agent, on behalf of the General Secured Parties, reasonably requests in order to perfect the security interest of the General Collateral Agent, on behalf of the General Secured Parties, therein. Each Grantor authorizes the General Collateral Agent, on behalf of the General Secured Parties, to execute and file such a document in the name of such Grantor if such Grantor fails to do so.
(e) No Grantor shall do any act or omit to do any act whereby any Material Trademark may become dedicated or abandoned, except where such dedication or abandonment (i) will not materially adversely affect the business, condition (financial or otherwise), operations, performance, or properties of such Grantor individually or of such Grantor and its Subsidiaries taken as a whole, and (ii) is in the ordinary course of such Grantor's business. Each Grantor agrees to notify the General Collateral Agent promptly and in writing if it learns that any Material Trademark may become abandoned or dedicated or of any adverse determination or any development (including without limitation the institution of any proceeding in the Patent and Trademark Office or in the equivalent agencies in any foreign jurisdiction, or any court) regarding any Material Trademark.
(f) Each Grantor agrees that in the event that any proceeds (Material Trademark is infringed or misappropriated by a third party, such Grantor shall promptly notify the General Collateral Agent and shall take all reasonable steps to terminate the infringement or misappropriation, and take such other than goods) of Collateral actions as such Grantor shall deem appropriate under the circumstances to protect such Trademark. Any expense incurred in connection with such activities shall be or become commingled with other property not constituting Collateral, then borne by such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled propertyGrantor.
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixturesfixtures) of the Grantor.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured Obligations.
(c) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Revolving Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Revolving Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Revolving Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Revolving Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Revolving Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Revolving Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, Perfection Documents may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Revolving Administrative Agent’s authority to have effected filings of Perfection Documents made by the Revolving Administrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Revolving Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Revolving Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Revolving Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured Obligations.
Obligations and (c) Each Grantor agrees that, in the event any proceeds (addition to other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.rights and remedies resulting from such
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Agent’s security interest in the Collateral, or otherwise to better assure and confirm unto the Agent its rights, powers and remedies for the benefit of the Banks hereunder. Without limiting the foregoing, Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements or other Perfection Documents (including amendments thereto and initial financing statements in lieu of continuation statementscopies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties Banks hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor.
(b) Notwithstanding anything herein or in the other Loan Documents to the contrary, Grantor may retain possession of all payday loan promissory notes payable to Grantor; provided, however, that so long as any Event of Default is in effect, Grantor shall promptly deliver to the Agent, if the Agent so requests, the originals of all such promissory notes together with any checks and supporting obligations held for the payment of such promissory notes.
(c) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured PartiesBanks, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured PartiesBanks, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(cd) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, in and to make or cause to be made appropriate disclosure upon its financial statements of, the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, security interest granted hereunder to the extent permitted by law, be identified by application Agent for the benefit of the lowest intermediate balance rule to such commingled propertyBanks.
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver such Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the applicable Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s election, may describe authority to have effected filings of Perfection Documents made by the Collateral as or including all assets or personal property (other than Fixtures) of the GrantorAdministrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all reasonable and documented fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted LiensAction. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties.
(d) After the occurrence and during the continuance of a Default, each Grantor will execute and file such assignment of claims forms under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, as may be necessary or desirable, or as the Administrative Agent may from time to time request, in order to perfect and preserve the event any proceeds (security interests and other than goods) of Collateral shall rights granted or purported to be or become commingled with other property not constituting Collateral, then such proceeds may, granted to the extent permitted by lawAdministrative Agent hereby (free of all other liens, be identified by application claims and rights of the lowest intermediate balance rule to such commingled propertythird parties whatsoever).
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Samples: Security Agreement
Maintenance of Security Interest; Further Assurances.
(a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor.. Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s authority to have effected filings of Perfection Documents made by the Administrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured Obligations.Obligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property..
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Agent's security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, if upon request by the Agent, any Grantor does not furnish duly executed financing statements to the Agent, such Grantor hereby irrevocably authorizes the Administrative Agent to execute and file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements or other Perfection Documents (including amendments thereto and initial financing statements in lieu of continuation statementscopies thereof) showing such Grantor as “"debtor” " at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all reasonable fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, in and to make or cause to be made appropriate disclosure upon its financial statements of, the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, security interest granted hereunder to the extent permitted by law, be identified by application Agent for the benefit of the lowest intermediate balance rule to such commingled propertySecured Parties.
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Agent’s security interest in the Collateral, or otherwise to better assure and confirm unto the Agent its rights, powers and remedies for the benefit of the Banks hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements or other Perfection Documents (including amendments thereto and initial financing statements in lieu of continuation statementscopies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties Banks hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor.
(b) Notwithstanding anything herein or in the other Loan Documents to the contrary, each Grantor may retain possession of all payday loan promissory notes payable to such Grantor; provided, however, that so long as any Event of Default is in effect, each Grantor shall promptly deliver to the Agent, if the Agent so requests, the originals of all such promissory notes together with any checks and supporting obligations held for the payment of such promissory notes.
(c) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured PartiesBanks, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured PartiesBanks, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(cd) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, in and to make or cause to be made appropriate disclosure upon its financial statements of, the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, security interest granted hereunder to the extent permitted by law, be identified by application Agent for the benefit of the lowest intermediate balance rule to such commingled propertyBanks.
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Revolving Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Revolving Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Revolving Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Revolving Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Revolving Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Revolving Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, Perfection Documents may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Revolving Administrative Agent’s authority to have effected filings of Perfection Documents made by the Revolving Administrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Revolving Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Revolving Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Revolving Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. 58128579
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Revolving Administrative Agent for the benefit of the Secured Parties.
(cd) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Transaction Documents or as the Priority Collateral Agent may reasonably request in connection with the administration or enforcement of this Priority Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Priority Security Agreement, to perfect, protect, maintain the priority of or enforce the Priority Collateral Agent's security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Priority Collateral Agent its rights, powers and remedies for the benefit of the Priority Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Priority Collateral Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements or other Perfection Documents (including amendments thereto and initial financing statements in lieu of continuation statementscopies thereof) showing such Grantor as “"debtor” " and the Priority Collateral Agent in such capacity as "Priority Secured Party" at such time or times and in all filing offices as the Administrative Priority Collateral Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Priority Collateral Agent and the Priority Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated. Without limiting the generality of the foregoing, each Grantor will execute and file (with the appropriate governmental offices, authorities, agencies and regulatory bodies in the United States and any of which applicable foreign jurisdiction) such supplements to this Priority Security Agreement and such financing or continuation statements, at or amendments thereto, and such other instruments or notices, including executed Assignments of Trademarks and Licenses with the Administrative Patent and Trademark Office, as may be necessary or desirable, or as the Priority Collateral Agent’s election, on behalf of the Priority Secured Parties, may describe reasonably request, in order to perfect and preserve the Collateral as or including all assets or personal property (other than Fixtures) of the Grantorsecurity interests granted hereby.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Priority Collateral Agent for the benefit of the Priority Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Priority Collateral Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Priority Collateral Agent for the benefit of the Priority Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Priority Collateral Agent for the benefit of the Priority Secured Parties.
(d) Each Grantor agrees that, should it have or obtain an ownership interest in any Material Trademark or trademark application that is not now identified on Schedule 5-A or any Material License that is not now identified on Schedule 5-B: (i) the provisions of this Agreement shall automatically apply to such item, and such item shall automatically become part of the Collateral; and (ii) such Grantor shall, within three months after acquiring or becoming aware of such ownership interest, (A) give written notice thereof to the Priority Collateral Agent, (B) with respect to Material Trademarks, cause such Trademarks to be properly registered with the Patent and Trademark Office and (C) with respect to Material Trademarks and Material Licenses, prepare, execute and file in the Patent and Trademark Office or in the equivalent agencies in any foreign jurisdiction, and in each applicable filing or recording office under the applicable Uniform Commercial Code within the requisite time period, all documents and financing statements that are known by such Grantor to be necessary or that the Priority Collateral Agent, on behalf of the Priority Secured Parties, reasonably requests in order to perfect the security interest of the Priority Collateral Agent, on behalf of the Priority Secured Parties, therein. Each Grantor authorizes the Priority Collateral Agent, on behalf of the Priority Secured Parties, to execute and file such a document in the name of such Grantor if such Grantor fails to do so.
(e) No Grantor shall do any act or omit to do any act whereby any Material Trademark may become dedicated or abandoned, except where such dedication or abandonment (i) will not materially adversely affect the business, condition (financial or otherwise), operations, performance, or properties of such Grantor individually or of such Grantor and its Subsidiaries taken as a whole, and (ii) is in the ordinary course of such Grantor's business. Each Grantor agrees to notify the Priority Collateral Agent promptly and in writing if it learns that any Material Trademark may become abandoned or dedicated or of any adverse determination or any development (including without limitation the institution of any proceeding in the Patent and Trademark Office or in the equivalent agencies in any foreign jurisdiction, or any court) regarding any Material Trademark.
(f) Each Grantor agrees that in the event that any proceeds (Material Trademark is infringed or misappropriated by a third party, such Grantor shall promptly notify the Priority Collateral Agent and shall take all reasonable steps to terminate the infringement or misappropriation, and take such other than goods) of Collateral actions as such Grantor shall deem appropriate under the circumstances to protect such Trademark. Any expense incurred in connection with such activities shall be or become commingled with other property not constituting Collateral, then borne by such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled propertyGrantor.
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent's security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “"debtor” " at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s election, may describe 's authority to have effected filings of Perfection Documents made by the Collateral as or including all assets or personal property (other than Fixtures) of the GrantorAdministrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 1 contract
Samples: Security Agreement (Pzena Investment Management, Inc.)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s authority to have effected filings of Perfection Documents made by the Administrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all reasonable and documented fees and expenses (including documentary stamp, excise or intangibles taxes) ), but limited, in the case of attorneys’ fees to the reasonable and documented fees and expenses of one primary counsel to the Administrative Agent and one local counsel and applicable regulatory counsel in each jurisdiction incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens; provided, however, that no Grantor shall be required to take any Perfection Action with respect to Collateral for which perfection is not governed by the UCC. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees thatto maintain among its books and records notations or evidence of, in and to make or cause to be made disclosure upon its financial statements of, the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, security interest granted hereunder to the extent permitted by law, be identified by application Administrative Agent for the benefit of the lowest intermediate balance rule to such commingled propertySecured Parties.
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent's security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements or other Perfection Documents (including amendments thereto and initial financing statements in lieu of continuation statementscopies thereof) showing such Grantor as “"debtor” " at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, in and to make or cause to be made appropriate disclosure upon its financial statements of, the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, security interest granted hereunder to the extent permitted by law, be identified by application Administrative Agent for the benefit of the lowest intermediate balance rule to such commingled propertySecured Parties.
Appears in 1 contract
Samples: Credit Agreement (Pepsiamericas Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents, the Notes Documents or as the Collateral Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Collateral Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Collateral Agent its rights, powers and remedies for the benefit of the Secured Creditors hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Collateral Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements approved by such Grantor (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Collateral Agent may from time to time reasonably determine to be necessary or advisable to perfect or protect the rights of the Administrative Collateral Agent and the Secured Parties Creditors hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative Collateral Agent’s 40349479_6 election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Collateral Agent’s authority to have effected filings of Perfection Documents made by the Collateral Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesCreditors, including, but not limited to, the prompt payment upon demand therefor by the Administrative Collateral Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesCreditors, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Collateral Agent for the benefit of the Secured Creditors.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
(e) Each Grantor agrees to provide to the Collateral Agent notices which shall be delivered to the appropriate Governmental Authority or, if necessary, each Account Debtor (as defined herein) that is a department, agency or authority of the United States government and is party to any contract that could reasonably be expected to give rise to Payment Collateral (as defined herein) in excess of $1,000,000 in any given year of such contract that such Payment Collateral has been assigned to the Collateral Agent for the benefit of the Secured Creditors and that Collateral Agent has a security interest therein for the benefit of the Secured Creditors, and otherwise do all acts and things and execute all documents necessary, in Collateral Agent’s sole discretion, to collect such Payment Collateral; provided, that such notices shall only be delivered by the Collateral Agent to such Governmental Authority or Account Debtors if an Event of Default has occurred and is continuing.
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Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Revolving Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Revolving Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Revolving Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Revolving Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Revolving Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Revolving Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, Perfection Documents may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor.
(b) With respect . Each Grantor hereby irrevocably ratifies and acknowledges the Revolving Administrative Agent’s authority to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain have effected filings of Perfection Documents made by the priority of and keep in full force the security interest granted in favor of the Revolving Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action prior to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured Obligationsits Applicable Date.
(c) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 1 contract
Samples: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent's security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “"debtor” " at such time or times and in all filing offices as the Administrative Agent may from time to time reasonably determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably acknowledges the Administrative Agent’s election, may describe the Collateral as or including 's authority to file Perfection Documents prior to such Grantor's Applicable Date and hereby irrevocably ratifies all assets or personal property (other than Fixtures) of the Grantorsuch filings.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 1 contract
Samples: Security Agreement (Carmax Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent (or its designee) to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative Agent’s election, may describe the Collateral as or including “all assets assets, whether now owned or hereafter acquired” or “all right, title and interest in and to all personal property (other than Fixtures) and fixtures of the Grantor, whether now owned or existing or hereafter created, acquired or arising” or words of similar meaning. Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s authority to have effected filings of Perfection Documents made by the Administrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 1 contract
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Actions, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (withwith or, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s election, may describe authority to have effected filings of Perfection Documents made by the Collateral as or including all assets or personal property (other than Fixtures) of the GrantorAdministrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the rate specified in Section 2.14(e) of the Credit Agreement.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 1 contract
Samples: Security Agreement (Borgwarner Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements approved by such Grantor (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time reasonably determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s authority to have effected filings of Perfection Documents made by the Administrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
(e) Each Grantor agrees to provide to the Administrative Agent notices which shall be delivered to the appropriate Governmental Authority or, if necessary, each Account Debtor (as defined herein) that is a department, agency or authority of the United States government and is party to any contract that could reasonably be expected to give rise to Payment Collateral (as defined herein) in excess of $1,000,000 in any given year of such contract that such Payment Collateral has been assigned to the Administrative Agent for the benefit of the Secured Parties and that Administrative Agent has a security interest therein for the benefit of the Secured Parties, and otherwise do all acts and things and execute all documents necessary, in Administrative Agent’s sole discretion, to collect such Payment Collateral; provided, that such notices shall only be delivered by the Administrative Agent to such Governmental Authority or Account Debtors if an Event of Default has occurred and is continuing.
Appears in 1 contract
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Indenture in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Collateral Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Collateral Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Collateral Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Collateral Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Collateral Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Collateral Agent’s election, may describe authority to have effected filings of Perfection Documents made by the Collateral as or including all assets or personal property (other than Fixtures) of the GrantorAgent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Collateral Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Collateral Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the then applicable interest rate borne by the Securities.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Collateral Agent for the benefit of the Secured Parties.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 1 contract
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Secured Party may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Secured Party’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Secured Party its rights, powers and remedies hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent Secured Party to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent Secured Party may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent Secured Party and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative AgentSecured Party’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Secured Party’s authority to have effected filings of Perfection Documents made by the Secured Party prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured PartiesParty, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent Secured Party of all reasonable fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured PartiesParty, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Post Default Rate.
(c) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, in and to make or cause to be made appropriate disclosure upon its financial statements of, the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, security interest granted hereunder to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled propertySecured Party.
Appears in 1 contract
Maintenance of Security Interest; Further Assurances. (a) Each Grantor The Debtor will from time to time at its own expense, deliver specific assignments of Receivables Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Secured Party may reasonably request in connection with the administration or enforcement of this Receivables Security Agreement or related to the Receivables Collateral or any part thereof in order to carry out the terms of this Receivables Security Agreement, to perfect, protect, maintain the priority of or enforce the Secured Party's security interest in the Receivables Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm to the Secured Party its rights, powers and remedies. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, the Debtor hereby irrevocably authorizes the Administrative Agent Secured Party to file (with, or to the extent permitted by applicable law, without the signature of the Grantor Debtor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor the Debtor as “"debtor” " at such time or times and in all filing offices as the Administrative Agent Secured Party may from time to time reasonably determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunderParty, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor.
(b) With respect to any and all Receivables Collateral, each Grantor the Debtor agrees to do and cause to be done all things reasonably necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured PartiesParty, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent Secured Party of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Receivables Collateral in favor of the Administrative Agent for the benefit of the Secured PartiesParty, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the default rate set forth in Section 2.2E of the Term Loan Agreement (the "Default Rate").
(c) Each Grantor Effective upon the occurrence of the conditions set forth in Section 3(d) hereof, the Debtor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Secured Party.
(d) Effective upon the occurrence of the conditions set forth in Section 3(d) hereof, the Debtor agrees that, in the event any proceeds (other than goods) of Receivables Collateral shall be or become commingled with other property not constituting Receivables Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
(e) The Debtor agrees that at all times it will not intentionally discriminate to the Secured Party's material detriment against the Receivables Collateral in its collection of the Debtor's accounts receivable generally.
Appears in 1 contract
Maintenance of Security Interest; Further Assurances. (a) Each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured Obligations.
(c) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 1 contract
Samples: Revolving Credit Agreement (Asbury Automotive Group Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time reasonably determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably acknowledges the Administrative Agent’s election, may describe the Collateral as or including authority to file Perfection Documents prior to such Grantor’s Applicable Date and hereby irrevocably ratifies all assets or personal property (other than Fixtures) of the Grantorsuch filings.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties.
(d) Each Grantor agrees that, in the event any Collateral constituting proceeds (other than goodsgoods or proceeds on deposit in the Collection Account) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 1 contract
Samples: Credit Agreement (Carmax Inc)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the applicable Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time reasonably determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at . Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent’s election, may describe authority to have effected filings of Perfection Documents made by the Collateral as or including all assets or personal property (other than Fixtures) of the GrantorAdministrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all reasonable and documented fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) [reserved].
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
Appears in 1 contract
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Lender may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Lender’s security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Lender its rights, powers and remedies hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent Lender to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent Lender may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties Lender hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative AgentLender’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor. Each Grantor hereby irrevocably ratifies and acknowledges the Lender’s authority to have effected filings of Perfection Documents made by the Lender prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured PartiesLender, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent Lender of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured PartiesLender, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees to maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, the security interest granted hereunder to the Lender.
(d) Each Grantor agrees that, in the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, to the extent permitted by law, be identified by application of the lowest intermediate balance rule to such commingled property.
(e) Each Grantor agrees that, should it have or obtain an ownership interest in any United States Patent, Trademark, Copyright or License: (i) the provisions of this Security Agreement shall automatically apply to such item, and such item shall automatically become part of the Collateral; (ii) such Grantor shall promptly after acquiring or becoming aware of such ownership interest, (A) give written notice thereof to the Lender, (B) take all reasonable and appropriate steps to protect such Collateral as, for example, by filing applications for their registration with the Patent and Trademark Office or the Copyright Office, and (C) promptly upon request therefore, prepare, execute and file in the Patent and Trademark Office or the Copyright Office, all documents that are known by such Grantor to be necessary or that Lender reasonably requests in order to perfect the security interests of the Lender therein. Each Grantor authorizes the Lender to execute and file such a document in the name of such Grantor if such Grantor fails to do so.
(f) Each Grantor agrees: (i) to take all necessary steps in any proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof or in any court, to maintain and pursue each patent application now or hereafter included in the Collateral which the Grantor determines to be material or otherwise useful to the conduct of its business, and to maintain each such Patent, and each Trademark or Copyright now or hereafter included in the Collateral, including the filing of divisional, continuation, continuation-in-part and substitute applications, the filing of applications for reissue, renewal or extensions, the payment of fees, and the participation in interference, reexamination, opposition and infringement proceedings; (ii) to take corresponding steps with respect to unpatented inventions which the Grantor determines to be material or otherwise useful to the conduct of its business and on which such Grantor is now or hereafter becomes entitled to seek protection, including maintaining the confidentiality of such inventions if filing a patent application is not justified in the reasonable judgment of such Grantor; and (iii) to bear any expenses incurred in connection with such activities.
(g) No Grantor shall do any act or omit to do any act whereby any of the Collateral may become dedicated or abandoned, except where such dedication or abandonment (i) would not reasonably be expected to have a Material Adverse Effect, and (ii) is in the ordinary course of such Grantor’s business.
(h) Each Grantor agrees that in the event that any of the Collateral which is material to the operation of its business is infringed or misappropriated by a third party, such Grantor shall take all reasonable steps to terminate the infringement or misappropriation, and take such other actions as such Grantor shall deem appropriate under the circumstances to protect such Collateral. Any expense incurred in connection with such activities shall be borne by such Grantor.
Appears in 1 contract
Samples: Security Agreement (TRX Inc/Ga)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Administrative Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Administrative Agent's security interest in the Collateral, subject only to Permitted Liens, or otherwise to better assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements (including amendments thereto and initial financing statements in lieu of continuation statements) or other Perfection Documents (including copies thereof) showing such Grantor as “"debtor” " at such time or times and in all filing offices as the Administrative Agent may from time to time reasonably determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statementsPerfection Documents, at the Administrative Agent’s 's election, may describe the Collateral as or including all assets or personal property of the Grantor (other than Fixtures) those items of personal property expressly excluded from the Grantorgrant of a security interest). Each Grantor hereby irrevocably ratifies and acknowledges the Administrative Agent's authority to have effected filings of Perfection Documents made by the Administrative Agent prior to its Applicable Date.
(b) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured Parties, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(c) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, and to make or cause to be made appropriate disclosure upon its financial statements of, in accordance with the event any proceeds (other than goods) requirements of Collateral shall be or become commingled with other property not constituting CollateralGAAP, then such proceeds may, the security interest granted hereunder to the extent permitted by law, be identified by application Administrative Agent for the benefit of the lowest intermediate balance rule to such commingled propertySecured Parties.
Appears in 1 contract
Samples: Security Agreement (Alltrista Corp)
Maintenance of Security Interest; Further Assurances. (a) Each Grantor will from time to time at its own expense, deliver specific assignments of Collateral or such other Perfection Documents, and take such other or additional Perfection Action, as may be required by the terms of the Loan Documents or as the Agent may reasonably request in connection with the administration or enforcement of this Security Agreement or related to the Collateral or any part thereof in order to carry out the terms of this Security Agreement, to perfect, protect, maintain the priority of or enforce the Agent’s security interest in the Collateral, or otherwise to better assure and confirm unto the Agent its rights, powers and remedies for the benefit of the Banks hereunder. Without limiting the foregoing, Grantor hereby irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Grantor appearing thereon) financing statements or other Perfection Documents (including amendments thereto and initial financing statements in lieu of continuation statementscopies thereof) showing such Grantor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Secured Parties Banks hereunder, or otherwise to give effect to the transactions herein contemplated, any of which financing statements, at the Administrative Agent’s election, may describe the Collateral as or including all assets or personal property (other than Fixtures) of the Grantor.
(b) Notwithstanding anything herein or in the other Loan Documents to the contrary, Grantor may retain possession of all payday loan promissory notes payable to Grantor; provided, however, that so long as any Event of Default is in effect, Grantor shall promptly deliver to the Agent, if the Agent so requests, the originals of all such promissory notes together with any checks and supporting obligations held for the payment of such promissory notes.
(c) With respect to any and all Collateral, each Grantor agrees to do and cause to be done all things necessary to perfect, maintain the priority of and keep in full force the security interest granted in favor of the Administrative Agent for the benefit of the Secured PartiesBanks, including, but not limited to, the prompt payment upon demand therefor by the Administrative Agent of all fees and expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing of any Perfection Document or the taking of any Perfection Action to perfect, protect or enforce a security interest in Collateral in favor of the Administrative Agent for the benefit of the Secured PartiesBanks, subject only to Permitted Liens. All amounts not so paid when due shall constitute additional Secured ObligationsObligations and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.
(cd) Each Grantor agrees thatto maintain among its books and records appropriate notations or evidence of, in and to make or cause to be made appropriate disclosure upon its financial statements of, the event any proceeds (other than goods) of Collateral shall be or become commingled with other property not constituting Collateral, then such proceeds may, security interest granted hereunder to the extent permitted by law, be identified by application Agent for the benefit of the lowest intermediate balance rule to such commingled propertyBanks.
Appears in 1 contract
