Other Actions as to any and all Collateral. The Guarantor further agrees, upon request of the Lender and at the Lender’s option, to take any and all other actions as the Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement), and the ability of the Lender to enforce, the Lender’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s signature thereon is required therefor, (b) causing the Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender’s security interest in such Collateral, (c) 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 the Lender to enforce, the Lender’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Lender, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Lender and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.
Appears in 3 contracts
Samples: Security Agreement (Lydall Inc /De/), Security Agreement (Lydall Inc /De/), Security Agreement (Lydall Inc /De/)
Other Actions as to any and all Collateral. The Borrower and each Guarantor further agrees, upon the request of the Lender and at the Lender’s option, to take any and all other actions as the Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, subject to Liens permitted under the Credit Agreement)Permitted Senior Liens) of, and the ability of the Lender to enforce, the Lender’s security interest Lien in any and all of the Collateral, including, without limitation, including (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the Borrower’s or any applicable Guarantor’s signature thereon is required therefor, (bii) causing the Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender’s security interest in such Collateral, (ciii) 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 the Lender to enforce, the Lender’s security interest in such Collateral, (div) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the Lender, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, (ev) using commercially reasonable best efforts to obtain waivers obtaining Collateral Access Agreements from mortgagees and landlords in form and substance reasonably satisfactory to Lender, (vi) creating and perfecting Liens in favor of Lender in any real property acquired after the Lender and in accordance with the terms of the Credit AgreementClosing Date, and (fvii) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, including any foreign jurisdiction. In addition to the foregoing, Borrower and each Guarantor shall concurrently with the delivery of a Compliance Certificate in connection with the delivery of the Financial Statements described in Section 8.1(b) (and at such other times as Lender may reasonably request), (w) provide Lender with a report of all new material patentable, copyrightable or trademarkable materials acquired or generated by Borrower or any Guarantor during the prior period which Borrower or any Guarantor registered with the United States Patent and Trademark Office or the Library of Congress, as applicable, (x) cause all Patents and Trademarks, and cause all Copyrights that are material to Borrower’s or any Guarantor’s business, in each case, acquired or generated by Borrower or any Guarantor, that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s or such Guarantor’s ownership thereof, (y) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such Patents, Copyrights and Trademarks as being subject to the security interests created thereunder, and (z) execute and deliver to Lender at Lender’s request Intellectual Property Security Agreements with respect to such Patents, Trademarks or Copyrights for filing with the appropriate filing office.
Appears in 3 contracts
Samples: Loan and Security Agreement (Daegis Inc.), Loan and Security Agreement (Unify Corp), Loan and Security Agreement (Unify Corp)
Other Actions as to any and all Collateral. The Guarantor Such Grantor further agrees, upon request of the Lender and at the Lender’s option, agrees to take any and all other actions as action reasonably requested by the Lender may reasonably determine Agent to be necessary or useful for insure the attachment, perfection and first priority of (subject, however, subject to Liens permitted under the Credit Agreement)Permitted Liens) of, and the ability of the Lender Agent to enforce, the Lender’s security interest Security Interest in any and all of the Collateral, Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the Guarantorsuch Grantor’s signature thereon is required therefor, ; (b) causing the LenderAgent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender Agent to enforce, the Lender’s security interest Security Interest in such Collateral, ; (c) complying with any provision of any statute, regulation or treaty of the United States of America as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Lender Agent to enforce, the Lender’s security interest Security Interest in such Collateral, ; (d) obtaining governmental and other third third-party waivers, consents and approvals in form and substance satisfactory to the Lenderapprovals, including, including without limitation, limitation any consent of any licensor, lessor or other person obligated on such Collateral, ; (e) using reasonable best efforts to obtain obtaining waivers from mortgagees mortgagees, bailees, landlords and landlords any other person who has possession of or any interest in any Collateral or any real property on which any such Collateral may be located, in form and substance satisfactory to the Lender and in accordance with Agent; (f) providing to the terms of Agent “control” over such Collateral, to the Credit Agreement, extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (fg) taking all actions under any earlier versions of required by the Uniform Commercial Code UCC or under any by other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code or other UCC jurisdiction, including or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained in clause (d) or (e) shall require such Grantor to pay any consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such clauses.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (CareView Communications Inc), Security Agreement (Avinger Inc), Security Agreement (Avinger Inc)
Other Actions as to any and all Collateral. The Guarantor Maker further agrees, upon the reasonable request of the Lender Collateral Agent and at the LenderCollateral Agent’s option, to take any and all other actions as the Lender Collateral Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Lender Collateral Agent to enforce, the LenderCollateral Agent’s security interest in any and all of the Collateral, including, without limitation, :
(ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the GuarantorMaker’s signature thereon is required therefor, therefore;
(b) causing the Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender’s security interest in such Collateral, (cii) 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 the Lender Collateral Agent to enforce, the LenderCollateral Agent’s security interest in such Collateral, ;
(diii) use its commercially reasonable efforts in obtaining governmental and other third party waivers, consents and approvals in form and substance reasonably satisfactory to the LenderCollateral Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, ;
(eiv) using use its commercially reasonable best efforts to obtain in obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Lender and in accordance with Collateral Agent and
(v) to the terms of the Credit Agreementextent commercially reasonable, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Lender Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction, including any filings with Companies House with respect to capital securities of Foreign Subsidiaries. Notwithstanding anything to the contrary herein, in no event shall Maker be required to cause the Collateral Agent’s name to be noted as secured party on any certificate of title for any vehicles subject to a certificate of title statute.
Appears in 2 contracts
Samples: Security Agreement (Evolving Systems Inc), Security Agreement (Evolving Systems Inc)
Other Actions as to any and all Collateral. The Guarantor Each Grantor further agrees, agrees upon the request of the Lender Collateral Agent and at the LenderCollateral Agent’s option, to take any and all other actions as the Lender Collateral Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Lender Collateral Agent to enforce, the LenderCollateral Agent’s security interest in any and all of the Collateral, including, without limitation, Collateral including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the Guarantorsuch Grantor’s signature thereon is required therefor, (b) causing the LenderCollateral Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender Collateral Agent to enforce, the LenderCollateral Agent’s security interest in such Collateral, (c) 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 the Lender Collateral Agent to enforce, the LenderCollateral Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Lender, including, without limitation, Collateral Agent including any consent of any licensor, lessor or other person obligated on CollateralCollateral and any party or parties whose consent is required for the security interest of the Collateral Agent to attach under Section 2, (e) using commercially reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Lender and Collateral Agent in accordance with the terms of the Credit Agreementaddition to those required pursuant to Section 4.5, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Lender Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.
Appears in 2 contracts
Samples: Security Agreement (Kaman Corp), Security Agreement (Kaman Corp)
Other Actions as to any and all Collateral. The Guarantor Debtor further agrees, upon request of the Lender and at the Lender’s optionrequest and option of Secured Party, to take any and all other actions as the Lender Secured Party may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Lender Secured Party to enforce, the LenderSecured Party’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the GuarantorDebtor’s signature thereon is required therefor, (b) causing the LenderSecured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender Secured Party to enforce, the LenderSecured Party’s security interest in such Collateral, (c) 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 the Lender Secured Party to enforce, the LenderSecured Party’s security interest in such Collateral, (d) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the LenderSecured Party, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using commercially reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Lender and in accordance with the terms of the Credit AgreementSecured Party, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Lender Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction. Upon the execution of any real property lease to which Debtor is a party as a tenant, Borrower shall use commercially reasonable efforts to cause to be delivered to Secured Party a landlord waiver and consent from the landlord under each such lease, in a form reasonably acceptable to Secured Party.
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Other Actions as to any and all Collateral. The Guarantor Grantors further agrees, upon request of the Lender and at the Lender’s option, agree to take any and all other actions as action reasonably requested by the Lender may reasonably determine Collateral Agent to be necessary or useful for insure the attachment, perfection and first priority of (subject, however, subject to Liens permitted under the Credit Agreement)Permitted Liens) of, and the ability of the Lender Collateral Agent to enforce, the LenderCollateral Agent’s security interest in any and all of the Collateral, Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantorany Grantor’s signature thereon is required therefor, (b) causing the LenderCollateral Agent’s name names to be noted as secured party parties on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender Collateral Agent to enforce, the Lender’s Collateral Agent’ security interest in such Collateral, (c) 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 the Lender Collateral Agent to enforce, the LenderCollateral Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Lenderapprovals, including, including without limitation, limitation any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Lender and in accordance with the terms of the Credit AgreementCollateral Agent , and (f) taking all actions under required by any earlier versions of the Uniform Commercial Code or under any by other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including or by other law as applicable in any foreign jurisdiction, (g) delivery to the Collateral Agent of stock certificates (and stock powers duly executed in blank in favor of the Collateral Agent ) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of such extension entering into with the Collateral Agent and a service company reasonably acceptable to the Collateral Agent and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors to pay the cost of all filings and creation of continuation and termination statements.
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Other Actions as to any and all Collateral. The Guarantor Each Borrower further agrees, upon the request of the Lender and at the Lender’s option, to take any and all other actions as the Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, subject to Liens permitted under the Credit Agreement)Permitted Liens) of, and the ability of the Lender to enforce, the Lender’s security interest Lien in any and all of the Collateral, including, without limitation, including (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the Guarantorapplicable Borrower’s signature thereon is required therefor, (bii) causing the Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender’s security interest in such Collateral, (ciii) 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 the Lender to enforce, the Lender’s security interest in such Collateral, (div) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the Lender, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, (ev) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Lender Lender, (vi) creating and perfecting Liens in accordance with the terms favor of the Credit AgreementLender in any real property acquired after the Closing Date, and (fvii) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, including any foreign jurisdiction. In addition to the foregoing, each Borrower shall on such periodic basis as the Lender shall require, (w) provide the Lender with a report of all new patentable, copyrightable or trademarkable materials acquired or generated by such Borrower during the prior period (whether or not the Borrower ultimately causes such patent, copyright or trademark to be registered as set forth in clause (x) below), (x) cause all patents, copyrights, and trademarks acquired or generated by such Borrower material to its business that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) and the registration of which would not significantly compromise the Borrower’s competitive position, to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of such Borrower’s ownership thereof, (y) cause to be prepared, executed, and delivered to the Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (z) execute and deliver to the Lender at the Lender’s request Patent, Trademark or Copyright Security Agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.
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Other Actions as to any and all Collateral. The Guarantor Debtor further agrees, upon request of the Lender and at the Lender’s optionrequest and option of Collateral Agent, to take any and all other actions as the Lender Collateral Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Lender Collateral Agent to enforce, the LenderCollateral Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the GuarantorDebtor’s signature thereon is required therefor, (b) causing the LenderCollateral Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender Collateral Agent to enforce, the LenderCollateral Agent’s security interest in such Collateral, (c) 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 the Lender Collateral Agent to enforce, the LenderCollateral Agent’s security interest in such Collateral, (d) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the LenderCollateral Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using commercially reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Lender and in accordance with the terms of the Credit AgreementCollateral Agent, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Lender Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction, and (g) acknowledging the Intercreditor Agreement (but not any amendments or other modifications of the Intercreditor Agreement). Borrower shall use commercially reasonable efforts to cause to be delivered to Collateral Agent, within sixty (60) days after the Closing Date, a landlord waiver and consent in a form reasonably acceptable to Collateral Agent, from each of (a) Franklin SaltLake LLC, the landlord of the premises leased by Development pursuant to that certain Master Lease Agreement dated June 12, 2005, and (b) (i) CB Xxxxxxx Xxxxx Investors, L.L.C. (“CBREI”), the master landlord of the premises leased by EDS Information Services L.L.C. (“EDS”) pursuant to that certain Lease Agreement dated as of June 26, 2001 with Development, the landlord’s interest under which was assigned to CBREI by Development pursuant to that certain Assignment of Lease dated as of June 26, 2001, and (ii) EDS, the sublandlord of the premises subleased by Borrower pursuant to that certain Sublease Agreement dated as of June 26, 2001. Upon the execution of each other real property lease to which Borrower or Guarantor is a party as a tenant, Borrower shall use commercially reasonable efforts to cause to be delivered to Collateral Agent a landlord waiver and consent from the landlord under each such lease, in a form reasonably acceptable to Collateral Agent.
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Other Actions as to any and all Collateral. The Guarantor Grantors further agrees, upon request of the Lender and at the Lender’s option, agree to take any and all other actions as action reasonably requested by the Lender may reasonably determine Collateral Agent to be necessary or useful for insure the attachment, perfection and first priority of (subject, however, subject to Liens permitted under the Credit Agreement)Permitted Liens) of, and the ability of the Lender Collateral Agent to enforce, the Lender’s Collateral Agent's security interest in any and all of the Collateral, Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s any Grantor's signature thereon is required therefor, (b) causing the Lender’s Collateral Agent's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender Collateral Agent to enforce, the Lender’s Collateral Agent's security interest in such Collateral, (c) 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 the Lender Collateral Agent to enforce, the Lender’s Collateral Agent's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Lenderapprovals, including, including without limitation, limitation any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts subject to obtain the Collateral Exception, obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Lender and in accordance with the terms of the Credit AgreementCollateral Agent, and (f) taking all actions under required by any earlier versions of the Uniform Commercial Code or under any by other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including or by other law as applicable in any foreign jurisdiction, (g) delivery to the Collateral Agent of stock certificates (and stock powers duly executed in blank in favor of the Collateral Agent) covering all of the Capital Units described on Schedule A, and (h) if the Maturity Date is extended, at the time of such extension entering into with Collateral Agent and a service company reasonably acceptable to Collateral Agent and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors to pay the cost of all filings and creation of continuation and termination statements .
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Other Actions as to any and all Collateral. The Guarantor Each Borrower further agrees, upon request of the Lender and at the Lender’s option, agrees to take any and all other actions as action reasonably requested by the Lender may reasonably determine Bank to be necessary or useful for ensure the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Lender Bank to enforce, the LenderBank’s security interest in any and all of the Collateral, including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s signature thereon is required therefor, (b) causing the LenderBank’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender bank to enforce, the LenderBank’s security interest in such Collateral, (cb) 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 the Lender Bank to enforce, the LenderBank’s security interest in such Collateral, (dc) obtaining using all commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Lenderapprovals, including, without limitation, including any consent of any licensor, lessor or other person Person obligated on Collateral, it being understood and agreed, however, that any failure to obtain such consents and approvals may (in accordance with clause (e) of the definition of Eligible Inventory) result in decreased availability under the Borrowing Base, (d) using all commercially reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Lender Bank, it being understood and agreed, however, that any failure to obtain such waivers may (in accordance with the terms clause (c) of the Credit Agreementdefinition of Eligible Inventory) result in decreased availability under the Borrowing Base, and (fe) taking all actions under any earlier versions of required by the Uniform Commercial Code UCC in effect from time to time or under any by other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code or other UCC jurisdiction, including or by other law as applicable in any foreign jurisdiction. Each Borrower further agrees to indemnify and hold the Bank harmless against claims of any Persons not a party to this Agreement concerning disputes arising over the Collateral.
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Other Actions as to any and all Collateral. The Guarantor Grantor further agreesagrees that Grantor shall, upon request of the Lender and at the Lender’s request and option, to in each case exercisable in Lender’s sole but reasonable discretion, take any and all other actions as the Lender may at any time or times reasonably determine to be necessary or necessary, advisable and/or useful for the preservation, attachment, perfection and first and/or priority of (subjectof, however, to Liens permitted under the Credit Agreement), and and/or for the ability of the Lender to enforceenforce or exercise any rights relating to, the Lender’s any security interest in interests and other Liens hereunder granted to Lender on all or any and all part of the Collateral, including, without limitation, : (ai) executing, delivering and, where appropriate, filing financing statements and any amendments and continuations relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the GuarantorGrantor’s signature thereon is required therefor, ; (bii) causing the Lender’s name to be noted as secured party on any certificate of title for a titled good and/or any other titled Collateral if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender’s security interest in Lien on such Collateral, ; (ciii) complying with any Requirements of Law (including, without limitation, any provision of any statute, regulation or and/or treaty of the United States and/or any other Governmental Authority) as to any Collateral if compliance with such provision therewith is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender’s security interest in Lien on such Collateral, ; (div) obtaining governmental and other third party any waivers, consents and and/or approvals from any Governmental Authority and/or other third Person(s) in form and substance reasonably satisfactory to the Lender, including, without limitation, any consent of any licensor, lessor or other person Person obligated on Collateral, ; (ev) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords landlords, and bailee letters from bailees, as applicable, in form and substance satisfactory to the Lender and in accordance with the terms of the Credit manner provided by this Agreement, and ; (fvi) taking any and all actions under any earlier versions of the Uniform Commercial Code UCC or under any other lawRequirements of Law, as reasonably determined by the Lender in its sole but reasonable discretion to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, including including, without limitation, any foreign jurisdiction; and/or (vii) executing, delivering and, where appropriate filing of, the Intellectual Property Security Agreement in the form attached hereto as Exhibit B, any supplemental Intellectual Property Security Agreements and any other applicable filings related thereto with the United States Patent and Trademark Office and the United States Copyright Office.
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Other Actions as to any and all Collateral. The Guarantor Each Borrower further agrees, upon the request of the Lender and at the Lender’s option, to take any and all other actions as the Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, subject to Liens permitted under the Credit Agreement)Permitted Liens) of, and the ability of the Lender to enforce, the Lender’s security interest Lien in any and all of the Collateral, including, without limitation, including (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the Guarantorapplicable Borrower’s signature thereon is required therefor, (bii) causing the Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender’s security interest in such Collateral, (ciii) 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 the Lender to enforce, the Lender’s security interest in such Collateral, (div) obtaining making commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the Lender, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, (ev) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Lender, (vi) creating and perfecting Liens in favor of Lender in any real property acquired after the Lender and in accordance with the terms of the Credit AgreementClosing Date, and (fvii) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, including any foreign jurisdiction. In addition to the foregoing, Borrowers shall on such periodic basis as Lender shall require, (w) provide Lender with a report of all new material patentable, copyrightable or trademarkable materials acquired or generated by each Borrower during the prior period which the Borrowers intend to register with the United States Patent and Trademark Office or the Library of Congress, as applicable, (x) cause (i) all Patents and Trademarks and (ii) all Copyrights that are material to such Borrower’s business, in each case, acquired or generated by such Borrower and not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of such Borrower’s ownership thereof, (y) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such Patents, Copyrights and Trademarks as being subject to the security interests created thereunder, and (z) execute and deliver to Lender at Lender’s request Security Documents with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.
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Other Actions as to any and all Collateral. The Guarantor Company further agrees, upon request of the Lender and at the Lender’s option, agrees to take any and all other actions as action reasonably requested by the Lender may reasonably determine to be necessary or useful for ensure the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Lender to enforce, the Lender’s 's security interest in any and all of the Collateral, Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s Company's signature thereon is required therefortherefore, (b) causing the Lender’s 's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender’s 's security interest in such Collateral, (c) holding its books and records relating to the Collateral segregated from all the Company’s other books and records in a manner satisfactory to the Lender, (d) delivering to the Lender from time to time promptly at its request, all invoices, original documents of title, contracts, chattel paper, instruments and any other writings relating thereto, and other evidence of performance of contracts, or evidence of shipment or delivery of the merchandise or of the rendering of services, (e) delivering to the Lender promptly at the Lender’s request from time to time additional copies of any or all of such papers or writings and such other information with respect to any of the Collateral and such schedules of inventory, schedules of accounts and such other writings as the Lender may in its sole discretion deem to be necessary or effectual to evidence the Lender’s security interest in the Collateral, (f) 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 the Lender to enforce, the Lender’s 's security interest in such Collateral, (dg) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Lenderapprovals, including, including without limitation, limitation any consent of any licensor, lessor or other person obligated on Collateral, (eh) using reasonable best efforts endeavoring to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Lender and in accordance with the terms of the Credit Agreement, and (fi) taking all actions under required by any earlier versions of the Uniform Commercial Code or under any by other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including or by other law as applicable in any foreign jurisdiction.
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Samples: Security Agreement (Precision Optics Corporation, Inc.)
Other Actions as to any and all Collateral. The Guarantor Grantor further agrees, upon request of the Lender and at the Lender’s option, to take any and all other actions as the Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Lender to enforce, the Lender’s security interest in any and all of the Collateral, including, without limitation, (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the GuarantorGrantor’s signature thereon is required therefor, (bii) causing the Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender’s security interest in such Collateral, (ciii) 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 the Lender to enforce, the Lender’s security interest in such Collateral, (div) obtaining governmental and other third party waivers, consents and approvals in form and substance reasonably satisfactory to the Lender, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (ev) using reasonable best efforts obtaining governmental and other third-party waivers, consents, and approvals in form and substance reasonably satisfactory to obtain Lender, including without limitation, consent of any licensor, lessor or other person obligated on Collateral, and (vi) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Lender and in accordance with the terms of the Credit Agreement, and (fvi) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, including any foreign jurisdiction.
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Samples: Security Agreement (Mod Pac Corp)
Other Actions as to any and all Collateral. The Guarantor further agreesBorrower shall perform all the acts requested by the Collateral Agent which are reasonably necessary to maintain a valid perfected first priority security interest in the Collateral. Without limiting the foregoing, at any time and from time to time, upon the written request of the Lender Collateral Agent, and at the Lender’s optionsole expense of Borrower, to take Borrower shall promptly and duly execute and deliver any and all other actions such further instruments and documents and take such further action as the Lender Collateral Agent may reasonably determine to be deem necessary or useful for desirable to obtain the attachment, perfection and first priority full benefits of (subject, however, to Liens permitted under the Credit this Agreement), and the ability of the Lender to enforce, the Lender’s security interest in any and all of the Collateral, including, without limitation, : (a) executing, delivering and, where appropriate, filing and causing to be filed any financing or continuation statements and amendments relating thereto (including "in lieu" continuation statements) under the Uniform Commercial Code, UCC with respect to the extentsecurity interests granted hereby and such supplemental instruments, if anydocuments, that agreements and chattel paper, in the Guarantor’s form of assignments or otherwise, as the Collateral Agent shall require for the purpose of confirming and perfecting, and continuing the perfection of, Lender's security interest in any or all of the Collateral, or as is necessary to provide Lender with control over the Collateral or any portion thereof, Borrower also hereby authorizing the Collateral Agent to file any such financing or continuation statement (including "in lieu" continuation statements) without the signature thereon is required therefor, of Borrower; (b) causing filing or cooperating with the Lender’s name Collateral Agent in filing any forms or other documents required to be noted recorded with the United States Patent and Trademark Office or United States Copyright Office; (c) placing the interest of Lender as secured party lienholder on any the certificate of title for (or similar evidence of ownership) of any Collateral owned by Borrower which is covered by a titled good if such notation is certificate of title (or similar evidence of ownership); (d) executing and delivering and using commercially reasonable efforts to cause the applicable depositary institution, securities intermediary, commodity intermediary or issuer or nominated party under a condition letter of credit to attachmentexecute and deliver a collateral control agreement with respect to any deposit account, perfection securities account or priority commodity account or letter-of, -credit right in or ability to which Borrower has any right or interest; (e) using commercially reasonable efforts to obtain waivers of liens from landlords and mortgagees of any location where any of the Lender Collateral may from time to enforce, the Lender’s security interest in such Collateral, time be stored or located; (cf) 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 the Lender to enforce, the Lender’s 's security interest in such Collateral, ; and (dg) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Lender, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Lender and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.
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Other Actions as to any and all Collateral. The Guarantor Each Borrower further agrees, upon the request of the Lender and at the Lender’s option, to take any and all other actions as the Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, subject to Liens permitted under the Credit Agreement)Permitted Liens) of, and the ability of the Lender to enforce, the Lender’s security interest Lien in any and all of the Collateral, including, without limitation, including (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the Guarantorapplicable Borrower’s signature thereon is required therefor, (bii) causing the Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the Lender’s security interest in such Collateral, (ciii) 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 the Lender to enforce, the Lender’s security interest in such Collateral, (div) obtaining making commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the Lender, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, (ev) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Lender Lender, (vi) creating and perfecting Liens in accordance with the terms favor of the Credit AgreementLender in any real property acquired after the Closing Date, and (fvii) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, including any foreign jurisdiction. In addition to the foregoing, Borrowers shall on such periodic basis as the Lender shall require, (w) provide the Lender with a report of all new material patentable, copyrightable or trademarkable materials acquired or generated by each Borrower during the prior period which the Borrowers intend to register with the United States Patent and Trademark Office or the Library of Congress, as applicable, (x) cause all Patents and Trademarks, and cause all Copyrights that are material to each Borrower’s business, in each case, acquired or generated by such Borrower, that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of such Borrower’s ownership thereof, (y) cause to be prepared, executed, and delivered to the Lender supplemental schedules to the applicable Loan Documents to identify such Patents, Copyrights and Trademarks as being subject to the security interests created thereunder, and (z) execute and deliver to the Lender at the Lender’s request Patent, Trademark or Copyright Security Agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.
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Other Actions as to any and all Collateral. The Guarantor Each of the Companies further agrees, upon request of the Lender Administrative Agent and at the Lender’s Administrative Agent's option, to take any and all other actions as the Lender Administrative Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, subject to Permitted Liens permitted entitled to priority under the Credit Agreement)applicable law) of, and the ability of the Lender Administrative Agent to enforce, the Lender’s Administrative Agent's security interest in any and all of the Collateral, including, without limitation, (a) executing and delivering any supplemental security agreements or assignments requested by the Administrative Agent and relating to Collateral consisting of patents, trademarks, copyrights or other intellectual property or property related thereto or other specialized collateral for which additional documentation may be necessary or advisable in the opinion of the Administrative Agent, (b) executing, delivering and, where appropriate, filing (i) financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s such Company's signature thereon is required therefor, and (bii) documents and notices in any other state, federal or other filing office for any portion of the Collateral in which documents or notices relating to such Collateral are in the opinion of the Administrative Agent necessary or advisable to be filed or recorded, (c) causing the Lender’s Administrative Agent's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to the attachment, perfection or priority of, or ability of the Lender Administrative Agent to enforce, the Lender’s Administrative Agent's security interest in such Collateral, (cd) 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 the Lender Administrative Agent to enforce, the Lender’s Administrative Agent's security interest in such Collateral, (de) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the LenderAdministrative Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (ef) except as otherwise provided in the Credit Agreement, using commercially reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Lender and in accordance with the terms of the Credit Agreement, Administrative Agent and (fg) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Lender Administrative Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Nationsrent Inc)