Maintenance of Security Interest. (a) At the expense of Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender (but only to the extent the claim of such Person is subordinate or junior to the Security Interest of Lender) and take such action and execute such financing statements and other documents as Lender may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan Agreement. (b) Debtor further agrees to take any other commercially reasonable action reasonably requested in writing by Lender if necessary to ensure the attachment, perfection and priority of, and the ability of Lender to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment property.
Appears in 11 contracts
Samples: Guarantor Security Agreement (MDwerks, Inc.), Guarantor Security Agreement (MDwerks, Inc.), Security Agreement (MDwerks, Inc.)
Maintenance of Security Interest. (a) At the expense of Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender Vicis (but only to the extent the claim of such adverse Person is subordinate or junior to the Security Interest interest of LenderVicis) and take such action and execute such financing statements and other documents as Lender Vicis may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan Securities Purchase Agreement.
(b) Debtor further agrees to take any other commercially reasonable action reasonably requested in writing by Lender if necessary Vicis to ensure the attachment, perfection and second priority of, and the ability of Lender Vicis to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender Vicis to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, and (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment propertyVicis.
Appears in 6 contracts
Samples: Guarantor Security Agreement (MDwerks, Inc.), Guarantor Security Agreement (MDwerks, Inc.), Guarantor Security Agreement (OptimizeRx Corp)
Maintenance of Security Interest. (a) At the expense of the Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender Vicis (but only to the extent the claim of such adverse Person is subordinate or junior to the Security Interest interest of LenderVicis) and take such action and execute such financing statements and other documents as Lender Vicis may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. The Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan Purchase Agreement and the July Purchase Agreement.
(b) The Debtor further agrees to take any other commercially reasonable action reasonably requested in writing by Lender if necessary Vicis to ensure the attachment, perfection and first priority of, and the ability of Lender Vicis to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender Vicis to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, and (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment propertyVicis.
Appears in 1 contract
Samples: Guarantor Security Agreement (Infusion Brands International, Inc.)
Maintenance of Security Interest. (a) At the expense of Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender Vicis (but only to the extent the claim of such adverse Person is subordinate or junior to the Security Interest interest of LenderVicis) and take such action and execute such financing statements and other documents as Lender Vicis may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan Securities Purchase Agreement.
(b) Debtor further agrees to take any other commercially reasonable action reasonably requested in writing by Lender Vicis if necessary to ensure the attachment, perfection and second priority of, and the ability of Lender Vicis to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender Vicis to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, and (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment propertyVicis.
Appears in 1 contract
Samples: Security Agreement (MDwerks, Inc.)
Maintenance of Security Interest. (a) At the expense of Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender the Collateral Agent (but only to the extent the claim of such adverse Person is subordinate or junior to the Security Interest interest of Lenderthe Collateral Agent) and take such action and execute such financing statements and other documents as Lender the Collateral Agent may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan Series B Purchase Agreement and PI Purchase Agreement.
(b) Debtor further agrees to take any other commercially reasonable action reasonably requested in writing by Lender if necessary the Collateral Agent to ensure the attachment, perfection and second priority of, and the ability of Lender the Collateral Agent to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender the Collateral Agent to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, and (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment propertyAgent.
Appears in 1 contract
Maintenance of Security Interest. (a) At the expense of Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender (but only to the extent the claim of such Person is subordinate or junior to the Security Interest of Lender) and take such action and execute such financing statements and other documents as Lender may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan Agreement.
(b) Debtor further agrees to take any other commercially reasonable action reasonably requested in writing by Lender if necessary to ensure the attachment, perfection and priority of, and the ability of Lender to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor, (ii) complying ii)complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment property.
Appears in 1 contract
Maintenance of Security Interest. (a) At the expense of Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender Vicis (but only to the extent the claim of such adverse Person is subordinate or junior to the Security Interest interest of LenderVicis) and take such action and execute such financing statements and other documents as Lender Vicis may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan AgreementPurchase Agreements.
(b) Debtor further agrees to take any other commercially reasonable action reasonably requested in writing by Lender if necessary Vicis to ensure the attachment, perfection and second priority of, and the ability of Lender Vicis to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender Vicis to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, and (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment propertyVicis.
Appears in 1 contract
Maintenance of Security Interest. (a) At the expense of Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender (but only to the extent the claim of such Person is subordinate or junior to the Security Interest of Lender) Vicis and take such action and execute such financing statements and other documents as Lender Vicis may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in each of the Loan Purchase Agreements and the December Purchase Agreement.
(b) Debtor further agrees to take Take any other commercially reasonable action reasonably requested in writing by Lender if necessary Vicis to ensure the attachment, perfection and first priority (to the extent Vicis has not subordinated its interest in any of the Collateral to a third party) of, and the ability of Lender Vicis to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender Vicis to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, and (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment propertyVicis.
Appears in 1 contract
Samples: Security Agreement (Infusion Brands International, Inc.)
Maintenance of Security Interest. (a) At the expense of Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender (but only to the extent the claim of such Person is subordinate or junior to the Security Interest of Lender) Vicis and take such action and execute such financing statements and other documents as Lender Vicis may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan Purchase Agreement and the July Purchase Agreement.
(b) Debtor further agrees to take Take any other commercially reasonable action reasonably requested in writing by Lender if necessary Vicis to ensure the attachment, perfection and first priority (to the extent Vicis has not subordinated its interest in any of the Collateral to a third party) of, and the ability of Lender Vicis to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender Vicis to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, and (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment propertyVicis.
Appears in 1 contract
Samples: Security Agreement (Infusion Brands International, Inc.)
Maintenance of Security Interest. (a) At the expense of Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender Vicis (but only to the extent the claim of such adverse Person is subordinate or junior to the Security Interest interest of LenderVicis) and take such action and execute such financing statements and other documents as Lender Vicis may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan Purchase Agreement.
(b) Debtor further agrees to take any other commercially reasonable action reasonably requested in writing by Lender if necessary Vicis to ensure the attachment, perfection and second priority of, and the ability of Lender Vicis to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender Vicis to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, and (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment propertyVicis.
Appears in 1 contract
Maintenance of Security Interest. (a) At the expense of the Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender Vicis (but only to the extent the claim of such adverse Person is subordinate or junior to the Security Interest interest of LenderVicis) and take such action and execute such financing statements and other documents as Lender Vicis may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. The Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan Purchase Agreements and the December Purchase Agreement.
(b) The Debtor further agrees to take any other commercially reasonable action reasonably requested in writing by Lender if necessary Vicis to ensure the attachment, perfection and first priority of, and the ability of Lender Vicis to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender Vicis to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, and (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment propertyVicis.
Appears in 1 contract
Samples: Guarantor Security Agreement (Infusion Brands International, Inc.)
Maintenance of Security Interest. (a) At the expense of such Debtor, defend the Security Interest against any and all claims of any Person adverse to Lender Vicis (but only to the extent the claim of such adverse Person is subordinate or junior to the Security Interest interest of LenderVicis) and take such action and execute such financing statements and other documents as Lender Vicis may from time to time reasonably request in writing to maintain the perfected status of the Security Interest. Such Debtor shall not further encumber or grant a security interest in any of the Collateral except as provided for in the Loan Purchase Agreement.
(b) Such Debtor further agrees to take any other commercially reasonable action reasonably requested in writing by Lender if necessary Vicis to ensure the attachment, perfection and first priority of, and the ability of Lender Vicis to enforce its security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such Debtor’s signature thereon is required therefor, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lender Vicis to enforce, its security interest in such Collateral, (iii) taking all actions required by any earlier versions of the UCC (to the extent applicable) or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction, and (iv) obtaining waivers from landlords where any material portion of the tangible Collateral is located in form and substance reasonably satisfactory to Lender, and (v) executing such documents and cooperating with the Lender and any third-party to allow Lender to obtain control of any Collateral consisting of deposit accounts or investment propertyVicis.
Appears in 1 contract
Samples: Guarantor Security Agreement (Omnireliant Holdings, Inc.)