Perfection and Protection of Security Interest. (a) Loan Parties shall, at their expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent to maintain and protect the Agent’s Liens. (b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments. (c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees. (d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party. (e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent. (f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral. (g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim. (i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral. (j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral. (k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect. (l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
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Samples: Security Agreement (Salton Inc)
Perfection and Protection of Security Interest. (a) Loan Parties The Borrowers shall, at their expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s Lender's Liens, including: (i) executing, delivering and/or filing and recording of, the Patent and Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (ii) delivering to the Agent Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Lender's security interest therein, duly pledged, endorsed or assigned to the Lender without restriction; (iii) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, and if so requested by the AgentDefault exists, transferring Inventory to warehouses or other locations designated by the AgentLender; (ivv) placing notations on each Loan Party’s the Borrower's books of account to disclose the validity, perfection and priority of Agent’s Lender's security interest; (vii) delivering to the Lender all letters of credit on which any Borrower is named beneficiary; and (vviii) taking such other steps as are deemed reasonably necessary or desirable by the Agent Lender to maintain and protect the Agent’s Lender's Liens. To the extent permitted by applicable law, the Lender may file, without the applicable Borrower's signature, one or more financing statements disclosing the Lender's Liens. Each Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after If any Collateral is at any time in the Agent’s request thereforpossession or control of any warehouseman, Loan Parties bailee or any of the Borrower's agents or processors, then the Borrower shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper notify the Lender thereof and Instruments.
(c) Loan Parties shall, in accordance with at the terms request of Lender, notify such Person of the Term Loan AgreementLender's security interest in such Collateral and instruct such Person to hold all such Collateral for the Lender's account subject to the Lender's instructions. If at any time any Collateral is located in any operating facility of a Borrower not owned by the Borrower, then the Borrower shall, at the request of the Lender, obtain or use their commercially reasonable efforts to obtain written landlord lien waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)subordinations, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control Lender, of all Electronic Chattel Paper in accordance with present and future Liens to which the UCC and all “transferable records” (as defined in owner or lessor of such premises may be entitled to assert against the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, Loan Parties each Borrower shall, upon Agent’s written the Lender's request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ the Borrower's failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.of
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Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps requested by the Agent Purchaser at any time to perfect, maintain, protect, and enforce the Agent’s Purchaser's Liens, including: (i) filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentPurchaser; (ii) delivering to Purchaser the Agent originals of all Instruments, Documents, and Chattel Paper, and all other Collateral of which Purchaser reasonably determines it should have physical possession in order to perfect and protect Purchaser's security interest therein, duly pledged, endorsed or assigned to Purchaser without restriction; (iii) delivering to Purchaser warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the AgentPurchaser; (ivv) placing notations on each Loan Party’s such Grantor's books of account to disclose the validity, perfection and priority of Agent’s Purchaser's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and delivering to Purchaser all Supporting Obligations, including letters of credit on which such Grantor is named as beneficiary with the written consent of the issuer thereof; and (vviii) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Agent Purchaser to maintain and protect Purchaser's Liens. To the Agent’s extent permitted by applicable law, Purchaser may file, without such Grantor's signature, one or more financing statements disclosing Purchaser's Liens. Each Grantor agrees that a carbon, photographic, photo static, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after If any Collateral exceeding $100,000 in value is at any time in the Agent’s request thereforpossession or control of any warehouseman, Loan Parties bailee or any Grantor's agents or processors, then such Grantor shall deliver notify Purchaser thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such Person of Purchaser's security interest in such Collateral and instructs such Person to Agent hold all such Collateral consisting for Purchaser's account subject to Purchaser's instructions. If at any time any Collateral exceeding $100,000 in value is located in any operating facility of negotiable Documentsa Grantor that is leased by such Grantor, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with then the terms of the Term Loan Agreement, Grantor shall obtain or use their commercially reasonable efforts to obtain written landlord lien waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)subordinations, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take Purchaser, that waives or subordinates all steps necessary present and future Liens which the owner or lessor of such premises may be entitled to grant assert against the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, Loan Parties each Grantor shall, upon Agent’s written Purchaser's request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Purchaser the Collateral, but Loan Parties’ such Grantor's failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party Purchaser in and to the CollateralCollateral with respect to such Grantor. So long as the Term Loan Purchase Agreement is in effect and until all Obligations to Purchaser have been fully satisfied and the Commitments have been terminatedsatisfied, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Purchaser's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible as the basis for any advance, loan, extension of credit, or other financial accommodation).
(jd) Except as otherwise expressly permitted under the Term Loan AgreementEach Grantor hereby represents and warrants to Purchaser that, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity and to each Grantor's knowledge, such Grantor has no Tort Claims, except as identified set forth on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request IV. Each Grantor shall notify Purchaser on no less than a quarterly basis of any Tort Claims known to protect or enforce Agent’s such Grantor and which arise following the other Secured Parties’ security interest in the Collateraldate hereof and such Tort Claims shall be added to Schedule IV.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties Except as explicitly set forth herein or in the Indenture and Additional Second Lien Agreements (if any) and subject to the Intercreditor Agreement, each Grantor shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce maintain or protect the Collateral Agent’s LiensLiens (subject in each case to the prior security interest granted to the First Lien Secured Parties as provided in the Intercreditor Agreement), including: (i) executing and filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) causing certificates of title to be issued for all Titled Goods, the Collateral Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Indenture and the other Second Lien Documents to which such Grantor is a party; (iii) executing, delivering and/or filing and recording in all appropriate offices of the Intellectual Property Security Agreement; (iv) delivering to the Applicable Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiiv) upon the occurrence of when an Event of DefaultDefault has occurred and is continuing, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Partysuch Grantor’s books of account to disclose the validity, perfection and priority of Collateral Agent’s security interestLiens; and (vvi) taking such other steps as are deemed reasonably necessary by the Agent or desirable to maintain and protect the Collateral Agent’s LiensLiens and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $5,000,000, deliver and pledge to the Applicable Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Applicable Agent and (B) deliver and pledge to the Applicable Agent (in the case of the Collateral Agent, for benefit of the Secured Parties) certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank.
(b) Promptly after Subject to the Agent’s request thereforIntercreditor Agreement, Loan Parties unless the Collateral Agent (with the written consent of the Authorized Second Lien Representatives) shall otherwise consent in writing (which consent may be revoked at any time and from time to time), each Grantor shall deliver to the Applicable Agent all the Collateral consisting of negotiable Documents, Chattel Paper and Instruments, in each case, with an individual value in excess of $5,000,000, and all certificated securities (accompanied by stock powers executed in blank), Chattel Paper in each case promptly after such Grantor receives the same, but if an Event of Default has occurred and Instrumentsis continuing, each Grantor agrees to deliver to the Applicable Agent all such Collateral (regardless of value) upon the Applicable Agent’s request.
(c) Loan Parties shallUpon obtaining an interest therein (but in the case of clause (ii) below, in accordance within 90 days of the date hereof), unless waived by the Collateral Agent (with the terms written consent of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(dAuthorized Second Lien Representatives) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revokedrevoked at any time and from time to time), Loan Parties each Grantor, subject to the Intercreditor Agreement, shall obtain authenticated control agreements from or blocked account agreements, in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by (i) each issuer of uncertificated securities, securities intermediary, and commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral financial assets or commodities to or for any Loan Partysuch Grantor, and (ii) each depository bank at which such Grantor maintains a Material Account.
(ed) If a Loan Party any Grantor is or becomes the beneficiary of a letter of credit (other than those issued for the account with an individual face amount in excess of a Loan Party pursuant to the Additional Debt Documents)$5,000,000, such Loan Party Grantor shall promptly notify the Collateral Agent thereof and and, subject to the Intercreditor Agreement, unless otherwise consented by the Collateral Agent (with the written consent of the Authorized Second Lien Representatives), enter into a tri-party agreement with the Collateral Agent and the issuer and/or confirmation confirming bank with respect to Letter-of-Credit Rights that constitute CollateralRights, assigning whereby such Grantor assigns such Letter-of-Credit Rights to the Collateral Agent and directing and, after the Discharge of First Lien Obligations has occurred, directs all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Collateral Agent.
(fe) Loan Parties Subject to the Intercreditor Agreement, each Grantor shall take all commercially reasonable steps necessary to grant the Collateral Agent control of all Electronic Chattel Paper electronic chattel paper in accordance with the UCC or other applicable law and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(gf) Each Loan Party Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time during the term of the Term Loan Agreement to file in any UCC or other applicable filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) where applicable whether such Loan Party Grantor is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relatesGrantor. Loan Parties agree Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon written request. Each Loan Party Grantor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code Jurisdiction UCC or other applicable filing office any like initial financing statements or amendments thereto if filed prior to the date hereof.
(hg) Each Loan Party Grantor shall promptly notify the Collateral Agent of any Commercial Tort Claim constituting Collateral commercial tort claim (as defined in the UCC) involving a claim for damages in excess of $5,000,000, initiated or acquired by it and, and unless otherwise consented in writing by Agentthe Collateral Agent (with the written consent of the Authorized Second Lien Representatives), such Loan Party Grantor shall enter into a supplement to this Agreement, granting to the Collateral Agent a security interest Lien in such Commercial Tort Claimcommercial tort claim.
(ih) From time to timeUntil the Discharge of Secured Obligations has occurred, Loan Parties shall, upon the Collateral Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all the Collateral, provided that, subject to the Intercreditor Agreement, the Collateral Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor as permitted pursuant to the Second Lien Documents subject to the satisfaction of any conditions to release (if any) set forth in the Second Lien Documents, including the continuance of the Collateral Agent’s Lien in any proceeds of such released Collateral.
(ji) Except as otherwise expressly permitted under Without limiting the Term Loan Agreementprohibitions on mergers or other transactions involving any Grantor contained in the Indenture and the Additional Second Lien Agreements, Loan Party no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity or jurisdiction of organization as identified on in Schedule II without executing of this Agreement (in the case of Grantors party to this Agreement on the date hereof) or Schedule I of the Security Agreement Supplement (in the case of Additional Grantors), unless (i) such Grantor shall have provided not less than thirty (30) days (or such shorter period as the First Lien Designated Agent (as defined in the Intercreditor Agreement) may agree) prior written notice to the Collateral Agent of such reincorporation or reorganization, (ii) such Grantor shall have executed and delivered to the Collateral Agent all necessary documents, instrumentsagreements and instruments reasonably requested by the Collateral Agent in order to maintain the validity, financing statementsperfection, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce enforceability and priority of the Collateral Agent’s Lien in all of such Grantor’s Collateral, and (iii) such Grantor shall have authorized the Collateral Agent to file all such UCC financing statements and notices with the United States Patent and Trademark Office (or any similar office in any other Secured Parties’ security interest country or any political subdivision thereof) with respect to patents, trademarks and other intellectual property Collateral, and made such other filings or recordings as are necessary to maintain the validity, perfection, enforceability and priority of the Collateral Agent’s Lien in the all such Grantor’s Collateral.
(kj) Each Loan Party Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to by the Loan Documents Collateral Agent without the prior written consent of the Collateral Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to the such Grantor’s rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(lk) No Loan Party Grantor shall enter into any contract or agreement that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Leases, Instruments or Payment Intangibles or the proceeds of the foregoingforegoing to the Collateral Agent, except (x) for any joint venture agreement (solely with respect to restrictions on any such assets of the joint venture entity but in no event relating to any such assets of a Grantor) or (y) in the case of such a contract or agreement which evidences or secures Indebtedness permitted under the Indenture and Additional Second Lien Agreements (if any) to the extent that the collateral restricted or prohibited by such contract or agreement arises solely out of the acquisition, sale or other disposition of such collateral thereunder.
(l) Subject to the Intercreditor Agreement, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor shall, to the extent the issuer thereof is an Affiliate of the Grantor, or otherwise use its commercially reasonable efforts to, cause the issuer thereof either (i) to register the Applicable Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor, the Applicable Agent and, to the extent not the Applicable Agent, the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Applicable Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent.
(m) Subject to the Intercreditor Agreement, each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests or other securities in substitution for or in addition to the Pledged Equity issued by such issuer, except to such Grantor, and (ii) pledge hereunder, immediately upon its acquisition thereof, any and all additional equity interests or securities required to be pledged pursuant to the Indenture and Additional Second Lien Agreements and deliver to the Applicable Agent (in the case of the Collateral Agent, for the benefit of the Secured Parties) certificates or instruments representing any Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties shall, at their expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in form and substance reasonably acceptable to the Additional Debt Documents) Agent from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent to maintain and protect the Agent’s Liens.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Credit Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Credit Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt DocumentsCredit Agreement), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Credit Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Credit Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Credit Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement and the Amended Security Agreement shall continue in full force and effect.
(l1) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (Salton Inc)
Perfection and Protection of Security Interest. (a) Each Loan Parties Party shall, at their its expense, promptly perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Copyright, Patent and Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, and if so requested by the AgentDefault exists, transferring Inventory to warehouses or other locations reasonably designated by the Agent; (ivv) placing notations on each such Loan Party’s 's books of account to disclose the validity, perfection and priority of Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which such Loan Party is named beneficiary; and (vviii) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without such Loan Party's signature, one or more financing statements disclosing the Agent's Liens. Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the agents or processors of any Loan Party, then such Loan Party shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent's account subject to the Agent's instructions. If at any time any Collateral is located on any operating facility of any Loan Party which is not owned by such Loan Party, then such Loan Party shall, at the request thereforof the Agent, Loan Parties shall deliver obtain written waivers, in form and substance satisfactory to Agent the Agent, of all Collateral consisting present and future Liens to which the owner or lessor of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instrumentssuch premises may be entitled to assert against the Collateral.
(c) In order to perfect, preserve and protect its security interest in, and other rights and powers provided herein with respect to, Imported Inventory (including without limitation those set forth in Section 6.15):
(i) the Borrower and the other Loan Parties shallshall cause the Agent to be designated in all bills of lading and other negotiable and non-negotiable documents as the consignee or other Person to whom or to whose order such documents promise delivery; and (ii) the Borrower, in accordance with the terms on its own behalf and on behalf of the Term other Loan AgreementParties, obtain or use their commercially reasonable efforts the Import Broker, and the Agent on behalf of the Lenders have entered into an Imported Inventory Agreement which sets forth certain procedures relating to obtain waivers or subordinations the importation of Liens from landlords Imported Inventory and mortgageesthe handling of documents relating thereto.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, each Loan Parties Party shall, upon the Agent’s written 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the CollateralCollateral with respect to such Loan Party, but such Loan Parties’ Party's failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to such Loan Party. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties Obligors shall, at their expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued, unless the Agent shall have obtained a Collateral Access Agreement in form and substance acceptable to the Agent from any applicable warehouseman; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan PartyObligor’s books of account to disclose the validity, perfection and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent to maintain and protect the Agent’s Liens.
(b) Promptly after the Agent’s request therefor, Loan Parties Obligors shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties Obligors shall, in accordance with the terms of the Term Loan Second Amended Credit Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Second Amended Credit Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties Obligors shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral financial assets or commodities to or for any Loan PartyObligor.
(e) If a Loan Party an Obligor is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party an Obligor pursuant to the Additional Debt DocumentsSecond Amended Credit Agreement), such Loan Party Obligor shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties Obligors shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party Obligor hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Second Amended Credit Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party Obligor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party Obligor is an organization, the type of organization and any organization identification number issued to such Loan PartyObligor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties Obligors agree to furnish any such information to Agent promptly upon written request. Each Loan Party Obligor also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party Obligor shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party Obligor shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties Obligors shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured PartiesLenders, the Collateral, but Loan PartiesObligors’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party Lender in and to the Collateral. So long as the Term Loan Second Amended Credit Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (Applica Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Notwithstanding the perfection of any security interest granted hereunder pursuant to the order of the Bankruptcy Court under the applicable DIP Order, each Obligor shall, as applicable, at their such Obligor’s expense, perform all steps reasonably requested by the Agent or the Lenders at any time to perfect, maintain, protect, and enforce the Agent’s DIP Liens, including: (i) filing and recording financing or continuation statementsupon an Event of Default, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion (who shall hold on behalf of the Collateral located in warehouses and for which warehouse receipts are issuedother Secured Parties)
(1) the originals of all certificated Investment Property, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehousemaninstruments, documents, and chattel paper, and all other Collateral of which the Majority Lenders reasonably determine the Agent should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction and
(2) certificates of title (excluding deeds for Real Estate) covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interest; issued and (v4) taking all letters of credit on which such other steps as are deemed reasonably necessary by the Agent to maintain and protect the Agent’s LiensObligor is named beneficiary.
(b) Promptly after To the Agent’s request thereforfullest extent permitted by applicable law, Loan Parties shall deliver to Agent all Collateral consisting the Lenders may file one or more financing statements disclosing the DIP Liens on the Collateral; provided that the Lenders will not file any financing statement against any Obligor if such filing would require the payment of negotiable Documentsany documentary, certificated securities intangibles or similar fees or Taxes (accompanied by stock powers executed in blankother than customary filing charges), Chattel Paper and Instruments.
(c) Loan Parties shallTo the extent any Obligor owns any Investment Property, in accordance such Obligor agrees as follows with respect to such Investment Property, but subject to the terms of any documents or agreements entered into prior to the Term Loan AgreementClosing Date creating or evidencing any Pre-Petition Lien with respect to such Investment Property:
(i) All cash dividends, obtain cash distributions, and other cash or use their commercially reasonable efforts cash equivalents in respect of such Investment Property at any time payable or deliverable to obtain waivers such Obligor shall be deposited into the Cash Collateral Account.
(ii) Such Obligor will not acknowledge any transfer or subordinations encumbrance in respect of Liens from landlords and mortgageessuch Investment Property to or in favor of any Person other than the Agent or a Person designated by the Agent in writing.
(d) If required by In the terms event that a motion for dismissal from any of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party Cases is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank filed with respect to Letterany wholly-of-Credit Rights that constitute Collateralowned Subsidiary and such Obligor, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Accountextent the Capital Stock of such Subsidiary is in certificated form, such Obligor shall deliver all certificates or instruments at any time representing or evidencing such Capital Stock in such wholly-owned Subsidiary to the Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by instruments of transfer or assignment, duly executed in blank, all in form and substance reasonably satisfactory to the Agent.
(f) Loan Parties . The Agent shall take all steps necessary have the right, at any time, after the occurrence and during the continuance of an Event of Default, to grant transfer to or to register in the name of the Agent control of all Electronic Chattel Paper or its nominee any Capital Stock in accordance with such wholly-owned Subsidiary. In addition, the UCC and all “transferable records” (as defined in Agent shall have the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent right at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets exchange certificates or instruments representing or evidencing Capital Stock of such Loan Party wholly-owned Subsidiaries for certificates or words instruments of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC smaller or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereoflarger denominations.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Dip Credit Agreement
Perfection and Protection of Security Interest. (a) Loan Parties Grantor shall, at their its expense, perform all steps reasonably requested by the Agent any Secured Party at any time to perfect, maintain, protect, and enforce the Agent’s such Secured Party's Liens, including: (i) executing and filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agentsuch Secured Party; (ii) at the Secured Parties request, delivering to the Agent Secured Parties the originals of all Instruments, Documents, and Chattel Paper, and all other Collateral of which the Secured Parties reasonably determine they should have physical possession in order to perfect and protect the Secured Parties' security interest therein, duly pledged, endorsed or assigned to the Secured Parties without restriction; (iii) delivering to the Secured Parties warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iiiiv) upon at the occurrence request of an the Secured Parties when a Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the AgentSecured Parties (or such Secured Party); (ivv) placing notations on each Loan Party’s Grantor's books of account to disclose the validity, perfection and priority of Agent’s Secured Parties' security interest; (vi) obtaining control agreements in favor of the Secured Parties from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) at the request of the Secured Parties, assigning and delivering to the Secured Parties all Supporting Obligations, including letters of credit on which Grantor is named beneficiary with the written consent of the issuer thereof; and (vviii) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Agent any Secured Party to maintain and protect the Agent’s such Secured Party's Liens.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to . To the extent constituting Collateral.
(g) Each Loan permitted by applicable law, any Secured Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial may file, without Grantor's signature, one or more financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of disclosing such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Secured Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.'s
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties Each Borrower ------------------------------------- -------- shall, at their its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest, including, without limitation: (ia) filing executing and recording of the Mortgages and the Trademark Security Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender upon request the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (ive) placing notations on each Loan Party’s such Borrower's books of account to disclose the validity, perfection Security Interest; (f) executing and priority delivering to the Lender upon request a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (g) delivering to the Lender upon request all letters of Agent’s security interestcredit on which such Borrower is named beneficiary; and (vh) taking such other steps as are deemed reasonably necessary by the Agent Lender to maintain the Security Interest. To the extent permitted by applicable law, the Lender may file, without either Borrower's signature, one or more financing statements disclosing the Security Interest. The Borrowers agree that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, any bailee or any of either Borrower's agents or processors, then the relevant Borrower shall notify the Lender thereof and protect the Agent’s Liens.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms notify such Person of the Term Loan AgreementSecurity Interest in such Collateral and, obtain or use their commercially reasonable efforts upon the Lender's request, instruct such Person to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) hold all such Collateral for the Lender's account subject to the Lender's instructions. If required at any time any Collateral is located on any Premises that are not owned by either Borrower, then the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties Borrowers shall obtain authenticated control agreements from each issuer of uncertificated securitieswritten waivers, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control Lender, of all Electronic Chattel Paper in accordance with the UCC present and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property future Liens to which the Collateral relatesowner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties the Borrowers shall, upon Agent’s written the Lender's request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ neither Borrower's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Security Interest shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps reasonably requested by the Administrative Agent in writing at any time to perfect, maintain, protect, protect and enforce the Administrative Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement and filing or authorizing the Administrative Agent to file financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative Agent; (ii) delivering to the Administrative Agent or its bailee the originals of all Instruments having a value in excess of $1,000,000 and, upon the request of the Administrative Agent, Documents and Chattel Paper of such Grantor having a value in excess of $1,000,000 and all other Collateral of which the Administrative Agent reasonably determines it or its bailee should have physical possession in order to perfect and protect the Administrative Agent's security interest therein, duly pledged, endorsed or assigned to the Administrative Agent without restriction; (iii) delivering to the Administrative Agent or its bailee, upon the Administrative Agent's request, warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring its Inventory to warehouses or other locations designated by the Administrative Agent; (ivv) placing notations on each Loan Party’s such Grantor's books of account to disclose the validity, perfection and priority of Administrative Agent’s 's security interest; (vi) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant collateral, taking any actions necessary to enable the Administrative Agent to obtain "control" (within the meaning of the applicable UCC) with respect thereto (other than, so long as no Event of Default shall have occurred and be continuing, with respect to securities accounts having assets of less than $500,000 on an individual basis maintained therein); (vii) assigning and delivering to the Administrative Agent, upon the request of the Administrative Agent, all Supporting Obligations, including letters of credit, deposit accounts and other relevant collateral on which such Grantor is named beneficiary with the written consent of the issuer thereof; (viii) furnishing to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail and (vix) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Administrative Agent to maintain and protect the Administrative Agent’s 's Liens.
. To the extent permitted by applicable law, the Administrative Agent may (band each Grantor hereby authorizes the Administrative Agent to) Promptly after file, without the Agent’s request thereforapplicable Grantor's signature, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain one or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary more financing statements continuation statements or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements documents and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency purpose of perfecting, confirming, continuing, enforcing or protecting the Administrative Agent's Liens. Each Grantor authorizes the Administrative Agent to use the collateral description "all personal property [except for ________]" in any such financing statements. Each Grantor hereby ratifies and authorizes the filing office acceptance by the Administrative Agent of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued with respect to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed made prior to the date hereof. Each Grantor agrees that a carbon, photographic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ib) From time to time, Loan Parties each Grantor shall, upon the request of the Administrative Agent’s written request, execute and deliver confirmatory written instruments pledging to the Administrative Agent, for the ratable benefit of the Administrative Agent and the other Secured PartiesLenders, the CollateralCollateral in which such Grantor has an interest, but Loan Parties’ a Grantor's failure to do so shall not affect or limit any security interest or any other Liens or rights of the Administrative Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to such Grantor. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Administrative Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (Gentek Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps necessary or otherwise reasonably requested by the Collateral Agent (at the direction of the Majority Holders) at any time to perfect, maintain, protect, protect and enforce the Collateral Agent’s Liens, subject to the terms of each Intercreditor Agreement, including: (i) filing and recording the Copyright, Patent and Trademark Agreements and amendments thereof in the United States Patent and Trademark Office, the United States Copyright Office and any other applicable jurisdiction’s copyright, patent or trademark office, and filing financing statements or continuation statements, and amendments thereof, statements in form and substance reasonably satisfactory to the Agentrespective Filing Office; (ii) to the extent constituting Noteholder First Lien Collateral, delivering to the Collateral Agent the originals of all instruments, documents and Chattel Paper (in each case in excess of $250,000), and all other Collateral of which the Collateral Agent is required to have or of which it reasonably requests to have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed or assigned to the Collateral Agent as provided herein; (iii) delivering to the Collateral Agent a duly executed amendment to this Agreement, in the form of Exhibit B (each, an “Amendment”), pursuant to which such Grantor will pledge any additional Collateral that constitutes Commercial Tort Claims; (iv) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent (A) warehouse receipts covering any portion of the Noteholder First Lien Collateral located in warehouses and for which warehouse receipts are issued, unless (B) warehouse receipts covering any portion of the Additional Debt Agent shall have obtained a Intercreditor Collateral Access Agreement (so long as defined no ABL Liens are outstanding on such Collateral) located in warehouses and for which warehouse receipts are issued and (C) if requested by the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehousemanCollateral Agent, and certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (iiiv) upon the occurrence of when an Event of Default, and if so requested by the AgentDefault exists, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (ivvi) placing notations upon the occurrence and during the continuance of an Event of Default, delivering to the Collateral Agent all letters of credit constituting Collateral on each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interestwhich such Grantor is named beneficiary; and (vvii) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Collateral Agent (acting at the direction of the Majority Holders) to maintain maintain, protect and protect enforce the Collateral Agent’s Liens; and (viii) as a result of any change in law applicable to any Grantor or any assets of such Grantor. To the extent permitted by any Requirement of Law, the Collateral Agent may file, without any Grantor’s signature, one or more financing statements disclosing the Collateral Agent’s Liens. Each Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Agreement and agrees that all additional collateral set forth in such Amendments shall be considered to be part of the Collateral.
(b) Promptly after If at any time any Collateral with a Fair Market Value in excess of $500,000 (other than Intercreditor Collateral, unless (i) no ABL Liens on such Collateral are outstanding or (ii) the Agent’s request thereforapplicable ABL Collateral Agent shall also have obtained such waiver or subordination from such landlord) is located at any operating facility of a Grantor that is not owned by such Grantor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties such Grantor shall, in accordance with the terms of the Term Loan Agreementupon request, obtain or use their commercially reasonable efforts to obtain written landlord lien waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)subordination agreements, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Collateral Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control , of all Electronic Chattel Paper in accordance with present and future Liens to which the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case owner or lessor of such premises may be entitled to the extent constituting assert against such Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, Loan Parties subject to each Intercreditor Agreement, each Grantor shall, upon the Collateral Agent’s written reasonable request, execute and deliver confirmatory written instruments pledging to the Collateral Agent, for the benefit of Agent and the other Secured Parties, the CollateralCollateral with respect to such Grantor, but Loan Parties’ the failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other the Secured Party Parties in and to the Collateral. So long Collateral with respect to such Grantor.
(d) To the extent any Grantor has rights in or the power to transfer rights in any Investment Property that is Collateral (x) with a Fair Market Value in excess of $500,000 or (y) constituting Equity Interests, each Grantor that is the owner of any such Investment Property agrees that it shall use its commercially reasonable efforts to cause the applicable Investment Property Issuer thereof to agree as the Term Loan Agreement is in effect follows with respect to such Investment Property:
(i) all such Investment Property issued by such Investment Property Issuer, all warrants and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests non-cash dividends and other Liensnon-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Grantor shall be delivered directly to the Collateral Agent for the account of such Grantor;
(ii) during the existence of any Event of Default, upon notice by the Collateral Agent, all cash dividends, cash distributions and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Grantor shall be delivered directly to the Collateral Agent, for the benefit account of the Secured Parties, shall continue at the Collateral Agent’s address for notices set forth in full force and effect in all Collateral.Section 8.1; and
(jiii) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of such Investment Property at any time constituting an uncertificated security as defined by the UCC. All UCC-1 financing statements heretofore filed , such Investment Property Issuer will comply with respect any of instructions originated by the Collateral under Agent without further consent by the Original Security Agreement shall continue in full force and effectregistered owner thereof.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Collateral Agreement (Aquestive Therapeutics, Inc.)
Perfection and Protection of Security Interest. (a) Each Loan Parties Party shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering, and/or filing and recording of the Mortgage(s), the Copyright, Patent, and Trademark Agreements, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction; (iii) delivering to the Agent (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issuedissued and (B) if requested by the Agent, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, and if so requested by the AgentDefault exists, transferring Inventory to warehouses or other locations designated by the Agent; (ivv) placing notations on each Loan Party’s its books of account to disclose the validity, perfection and priority of Agent’s 's security interest; (vi) delivering to the Agent all letters of credit on which it is named beneficiary; and (vvii) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens.
(b) Promptly after . To the Agent’s request thereforextent permitted by any Requirement of Law, Loan Parties shall deliver to the Agent all Collateral consisting of negotiable Documentsmay file, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for without any Loan Party.
(e) If a 's signature, one or more financing statements disclosing the Agent's Liens. Each Loan Party is agrees that a carbon, photographic, photostatic, or becomes the beneficiary other reproduction of this Agreement or of a letter financing statement executed and delivered by such Loan Parties is sufficient as a financing statement. If any Collateral is at any time in the possession or control of credit (other than those issued any warehouseman, bailee, or any Loan Party's agents or processors, then such Loan Party shall notify the Agent thereof and shall, at the request of the Agent, notify such Person of the Agent's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent's account subject to the Agent's instructions. If at any time any Collateral is located on any operating facility of a Loan Party pursuant to the Additional Debt Documents)which is not owned by such Loan Party, then such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and shall, at the issuer and/or confirmation bank with respect request of the Agent, use its best efforts to Letter-of-Credit Rights that constitute Collateralobtain written subordinations, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control , of all Electronic Chattel Paper in accordance with present and future Liens to which the UCC and all “transferable records” (as defined owner or lessor of such premises may be entitled to assert against the Collateral; PROVIDED that, in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at event any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organizationunable to obtain any such written subordination, the type of organization and any organization identification number issued Agent may, in its discretion establish a reserve with respect to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written requestCollateral or, if such Collateral is either Accounts or Inventory, exclude such Accounts or Inventory from the calculation of the Borrowing Base. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, each Loan Parties Party shall, upon the Agent’s written 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the CollateralCollateral with respect to such Loan Party, but Loan Parties’ the failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to such Loan Party. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). To the extent any Loan Party is or becomes the issuer of any Investment Property that is Collateral, each such Loan Party (in such capacity, an "ISSUER") agrees as follows with respect to such Investment Property:
(i) All such Investment Property issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Loan Party, shall be delivered directly to the Agent, for the account of such Loan Party, at the Agent's address for notices set forth in SECTION 15.8.
(jii) Except as otherwise expressly permitted under Upon written notice from the Term Loan AgreementAgent, all cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Loan Party shall reincorporate be delivered directly to the Agent, for the account of the Agent and the Lenders, at the address for notices set forth in SECTION 15.8.
(iii) Such Issuer will not acknowledge any transfer or reorganize itself under the laws encumbrance in respect of such Investment Property to or in favor of any jurisdiction Person other than the jurisdiction Agent or a Person designated by the Agent in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateralwriting.
(kiv) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with With respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of such Investment Property at any time constituting an uncertificated security as defined by the UCC. All UCC-1 financing statements heretofore filed , the Issuer will comply with respect any of instructions originated by the Collateral under Agent without further consent by the Original Security Agreement shall continue in full force and effectregistered owner thereof.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties Except as explicitly set forth herein or in the Indenture and Additional Second Lien Agreements (if any) and subject to the Intercreditor Agreement, each Grantor shall, at their its expense, perform all steps requested by the Agent at any time reasonably required to perfect, maintain, protect, and enforce maintain or protect the Collateral Agent’s LiensLiens (subject in each case to the prior security interest granted to the First Lien Secured Parties as provided in the Intercreditor Agreement), including: (i) executing and filing and recording financing or continuation statements, and amendments thereof; (ii) executing, delivering and/or filing and recording in all appropriate offices the Intellectual Property Security Agreement (to the extent required under the Indenture or any other Second Lien Documents to which such Grantor is a party); (iii) causing certificates of title to be issued for all Titled Goods, the Collateral Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Indenture and the other Second Lien Documents to which such Grantor is a party; (iv) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Collateral Agent’s Liens; (v) taking such other steps reasonably necessary or desirable to maintain and protect the Collateral Agent’s Liens in the Collateral and (vi) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $10,000,000, deliver and pledge to the Applicable Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Applicable Agent and (B) deliver and pledge to the Applicable Agent (in the case of the Collateral Agent, for benefit of the Secured Parties) certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (i) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (ii) deliver landlord lien waivers, estoppels or collateral access letters or (iii) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property.
(b) Subject to the Intercreditor Agreement, unless the Collateral Agent (with the written consent of the Authorized Second Lien Representatives) shall otherwise consent in writing (which consent may be revoked at any time and from time to time), each Grantor shall deliver to the Applicable Agent all the Collateral consisting of negotiable Documents, Chattel Paper and Instruments (other than checks received and processed in the ordinary course), in each case, with an individual value in excess of $10,000,000, promptly after such Grantor receives the same, but if an Event of Default has occurred and is continuing, each Grantor agrees to deliver to the Applicable Agent all such Collateral (regardless of value) upon the Applicable Agent’s request.
(c) Upon obtaining an interest therein (but in the case of clause (ii) below, within 90 days of the date hereof), unless waived by the Collateral Agent (with the written consent of the Authorized Second Lien Representatives) in writing (which waiver may be revoked at any time and from time to time), each Grantor, subject to the Intercreditor Agreement, shall obtain control or blocked account agreements, in form and substance reasonably satisfactory to the Collateral Agent; , executed and delivered by (i) each securities intermediary, and commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor, except for securities and commodities accounts of the Grantors that are not Material Accounts, and (ii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for each depository bank at which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained such Grantor maintains a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent to maintain and protect the Agent’s Liens.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgageesMaterial Account.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party Grantor is or becomes the beneficiary of a letter of credit with an individual face amount in excess of $10,000,000, other than a letter of credit not constituting Supporting Obligations in respect of any Collateral pursuant to which such Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than those issued for the account of a Loan Party pursuant payment to the Additional Debt Documentsa Grantor), such Loan Party Grantor shall promptly notify the Collateral Agent thereof and and, subject to the Intercreditor Agreement, unless otherwise consented by the Collateral Agent (with the written consent of the Authorized Second Lien Representatives), use its commercially reasonable efforts to enter into a tri-party agreement with the Collateral Agent and the issuer and/or confirmation confirming bank with respect to Letter-of-Credit Rights that constitute CollateralRights, assigning whereby such Grantor assigns such Letter-of-Credit Rights to the Collateral Agent and directing and, after the Discharge of First Lien Obligations has occurred, directs all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Collateral Agent.
(fe) Loan Parties Subject to the Intercreditor Agreement, each Grantor shall take all commercially reasonable steps necessary to grant the Collateral Agent control of all Electronic Chattel Paper electronic chattel paper in accordance with the UCC or other applicable law and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(gf) Each Loan Party Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time during the term of the Term Loan Agreement to file in any UCC or other applicable filing office in the United States any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) where applicable whether such Loan Party Grantor is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relatesGrantor. Loan Parties agree Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon written request. Each Loan Party Grantor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code Jurisdiction UCC or other applicable filing office in the United States any like initial financing statements or amendments thereto if filed prior to the date hereof.
(hg) Each Loan Party Grantor shall promptly notify the Collateral Agent of any Commercial Tort Claim constituting Collateral commercial tort claim (as defined in the UCC) with a value estimated in good faith by the Company to be in excess of $10,000,000, initiated or acquired by it and, and unless otherwise consented in writing by Agentthe Collateral Agent (with the written consent of the Authorized Second Lien Representatives), such Loan Party Grantor shall enter into a supplement to this Agreement, granting to the Collateral Agent a security interest Lien in such Commercial Tort Claimcommercial tort claim.
(ih) From time to timeUntil the Discharge of Secured Obligations has occurred, Loan Parties shall, upon the Collateral Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all the Collateral, provided that, subject to the Intercreditor Agreement, the Collateral Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor as permitted pursuant to the Second Lien Documents subject to the satisfaction of any conditions to release (if any) set forth in the Second Lien Documents, including the continuance of the Collateral Agent’s Lien in any proceeds of such released Collateral.
(i) Each Grantor will give prompt written notice to the Collateral Agent of any change in its name, legal form or jurisdiction of organization (whether by merger or otherwise) (and in any event, within 30 days of such change); provided that such Grantor shall deliver to the Collateral Agent all additional financing statements and other documents reasonably necessary or desirable to maintain the validity, perfection and priority of the security interests created hereunder and other documents reasonably necessary or desirable to maintain the validity, perfection and priority of the security interests as and to the extent provided for herein and upon receipt of such additional financing statements the Collateral Agent shall either promptly file such additional financing statements or approve the filing of such additional financing statements by such Grantor. Upon any such approval such Grantor shall proceed with the filing of the additional financing statements and deliver copies (or other evidence of filing) of the additional filed financing statements to the Collateral Agent.
(j) Except as otherwise expressly permitted under No Grantor shall enter into any contract or agreement that restricts or prohibits the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws grant of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ a security interest in Accounts, Chattel Paper, Leases, Instruments or Payment Intangibles or the Collateralproceeds of the foregoing to the Collateral Agent, except for any agreement permitted pursuant to Section 10.15 of the Indenture.
(k) Each Loan Party Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to by the Loan Documents Collateral Agent without the prior written consent of the Collateral Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to the such Grantor’s rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into Subject to the Intercreditor Agreement, with respect to any contract Security Collateral in which any Grantor has any right, title or interest and that restricts or prohibits constitutes an uncertificated security, such Grantor shall, to the grant to Agent of extent the issuer thereof is a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds controlled Affiliate of the foregoingGrantor, or otherwise use its commercially reasonable efforts to, cause the issuer thereof either (i) to register the Applicable Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor, the Applicable Agent and, to the extent not the Applicable Agent, the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Applicable Agent in accordance with this Agreement and the applicable Second Lien Documents without further consent of such Grantor.
(m) Subject to the Intercreditor Agreement, each Grantor agrees that it will pledge hereunder, promptly following its acquisition thereof, any and all additional Security Collateral (subject to any limitations contained herein with respect thereto) and deliver to the Applicable Agent (in the case of the Collateral Agent, for the benefit of the Secured Parties) certificates or instruments representing any such Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank.
Appears in 1 contract
Samples: Security Agreement (United Rentals North America Inc)
Perfection and Protection of Security Interest. (a) Loan Parties The Grantors shall, at their expense, perform all steps reasonably requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s Lender's Liens, including: (i) executing, delivering and/or filing of the Patent Collateral Assignment Agreement and recording Trademark Security Agreement (each executed on the date hereof and in connection herewith) and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (ii) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iii) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the AgentLender; (iv) placing notations on each Loan Party’s the Grantors' books of account to disclose the validity, perfection and priority of Agent’s Lender's security interest; and (v) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Agent Lender to maintain and protect the Agent’s Lender's Liens. The Grantors agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after Unless Lender shall otherwise consent in writing (which consent may be revoked), the Agent’s request therefor, Loan Parties Grantors shall deliver to Agent the Lender all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers papers executed in blank), Chattel Paper and InstrumentsInstruments promptly after the Grantors receive the same.
(c) Loan Parties The Grantors shall, in accordance with the terms of the Term Loan Credit Agreement, obtain or use their commercially reasonable best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and the Grantors shall in all instances obtain signed acknowledgements of the Lender's Liens from bailees having possession of any Collateral that they hold for the benefit of the Lender.
(d) If required by the terms of the Term Loan Credit Agreement and not waived by Agent the Lender in writing (which waiver may be revoked), Loan Parties the Grantors shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral financial assets or commodities to or for any Loan Partythe Grantors.
(e) If a Loan Party is or If, following the date of this Agreement, any Grantor becomes the beneficiary of a letter of credit, each such letter of credit (other than those issued for shall permit the account assignment of a Loan Party pursuant to the Additional Debt Documents)beneficiary's interest thereunder, such Loan Party and if Lender so requests, Grantor shall promptly notify Agent the Lender thereof and enter into a tri-party agreement with Agent the Lender and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent the Lender and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agentthe Lender. Borrower shall not be required to use the services of the Lender as the advising bank with respect to such letters of credit.
(f) Loan Parties The Grantors shall take all steps reasonably necessary to grant the Agent Lender control of all Electronic Chattel Paper electronic chattel paper in accordance with the UCC Code and all “"transferable records” (" as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party The Grantors hereby irrevocably authorizes Agent authorize the Lender at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party the Grantors or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 9A of the UCC of the State of Washington or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 9A of the UCC of the State of Washington for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party each Grantor is an organization, the type of organization and any organization identification number issued to such Loan PartyGrantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cutfiling, a sufficient description of real property to which the Collateral relates. Loan Parties The Grantors agree to furnish any such information to Agent the Lender promptly upon written request. Each Loan Party The Grantors also ratifies its ratify their authorization for Agent the Lender to have filed in any Uniform Commercial Code Jurisdiction jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party The Grantors shall promptly notify Agent the Lender of any Commercial Tort Claim constituting Collateral commercial tort claim (as defined in the UCC) acquired by it and, them and unless otherwise consented in writing by Agentthe Lender, such Loan Party the Grantors shall enter into a supplement to this Security Agreement, granting to Agent the Lender a security interest Lien in such Commercial Tort Claimcommercial tort claim.
(i) From time to time, Loan Parties the Grantors shall, upon Agent’s written the Lender's reasonable request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ the Grantors' failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party the Lender in and to the CollateralCollateral with respect to the Grantors. So long as the Term Loan Credit Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Lender's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties shallThe Company agrees that it shall perform, at their expenseexecute and deliver all acts, perform all steps agreements, and other documents as may be reasonably requested by the Agent Lender at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Agent’s Liens, including: Security Interest including (i) executing, recording and filing of this security agreement and recording any other Loan Documents and financing or continuation statements, and amendments thereofstatements in connection therewith, in form and substance reasonably satisfactory to the Agent; Lender, acting reasonably, and pay all taxes, fees and other charges payable in connection therewith, (ii) delivering to the Agent Lender the originals of all instruments, documents and chattel paper and all other Collateral of which the Lender reasonably determines it should have physical possession in order to perfect and protect the Security Interest, duly endorsed or assigned to the Lender, other than certificates or instruments representing or evidencing any ULC/LLC Interests or Partnership Interests which shall be delivered with powers of attorney duly endorsed for transfer in blank but shall not be endorsed or assigned until the Security Interest in the ULC/LLC Interests has become enforceable and the Lender has exercised realization and enforcement rights pursuant to Section 5.6 of this security agreement, (iii) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issuedlisted, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s its books of account to disclose the validitySecurity Interest, perfection and priority (v) delivering to the Lender all letters of Agent’s security interest; credit on which the Company is named beneficiary, and (vvi) taking such other steps as are deemed reasonably necessary by the Agent Lender, acting reasonably, to maintain and protect the Agent’s LiensSecurity Interest.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (Cephalon Inc)
Perfection and Protection of Security Interest. (a) Loan Parties shall, at their expense, NaPro shall perform all steps requested by the Agent Abbott at any time to perfect, maintain, protect, protect and enforce the Agent’s LiensXxxxxx'x security interest, including, without limitation: (i) executing and filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentAbbott; (ii) delivering to Abbott the Agent originals of all instruments, documents and chattel paper, and all other Collateral of which Abbott determines it should have physical possession in order to perfect and protect Xxxxxx'x security interest therein, duly pledged, endorsed or assigned to Abbott without restriction; (iii) delivering to Abbott warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, and if so requested by the AgentDefault exists, transferring Inventory to warehouses or other locations designated by the AgentAbbott; (ivv) placing notations on each Loan Party’s NaPro's books of account to disclose the validity, perfection and priority of Agent’s Xxxxxx'x security interest; and (vvi) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s Liens.Abbott
(b) Promptly after If any Collateral is at any time in the Agent’s request thereforpossession or control of any warehouseman, Loan Parties bailee or any of NaPro's agents or processors, then NaPro shall deliver notify Abbott thereof. At Xxxxxx'x request, NaPro shall notify such Person of Xxxxxx'x security interest in such Collateral and, upon Xxxxxx'x request, NaPro shall instruct such Person to Agent hold all such Collateral consisting for Xxxxxx'x account subject to Xxxxxx'x instructions and NaPro shall obtain such documents relating thereto as Abbott shall request; provided, however, that if the action of negotiable DocumentsNaPro requested under this sentence is not required to perfect Xxxxxx'x security interest, certificated securities (accompanied NaPro shall not be required to take such action unless a Collateral Exercise Notice has been delivered. If at any time any Collateral is located on any operating facility of NaPro which is not owned by stock powers executed in blank)NaPro, Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or then NaPro shall use their commercially reasonable efforts to obtain within 30 days following (i) the Effective Date for those facilities in effect on the Effective Date and (ii) the leasing of facilities after the date hereof, written waivers of all present and future liens to which the owner or subordinations lessor of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver such premises may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting entitled to assert against the Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank consents with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Accountliens of Abbott, all in form and substance reasonably satisfactory to AgentAbbott.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Loan and Security Agreement (Napro Biotherapeutics Inc)
Perfection and Protection of Security Interest. (a) Loan Parties shallPledgor will execute and deliver to Secured Party security agreements, at their expenseassignments, perform all steps requested by the Agent control agreements and other documents and instruments as Secured Party may at any time reasonably request to establish, attach, perfect, maintainor protect any pledge, protectlien, and enforce the Agent’s Liens, including: (i) filing and recording or security interest granted to Secured Party pursuant to this Agreement. Pledgor authorizes Secured Party to file all financing or continuation statements, and all continuations or amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering establish, attach, perfect or protect any portion of the Collateral located in warehouses and for which warehouse receipts are issuedpledge, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) lien or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent to maintain and protect the Agent’s Liens.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time granted to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Pledged Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and Pledgor agrees that it will not do so without the prior written consent of Agent, subject to the Pledgor's rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 , Pledgor is not and shall not be authorized to file any financing statements heretofore filed statement or amendment, termination or corrective statement with respect to any financing statement filed by Secured Party, or with respect to any continuation or amendment thereof, without the prior written consent of the Collateral under the Original Security Agreement shall continue in full force and effectSecured Party.
(lb) No Loan Party shall enter into Pledgor hereby appoints Secured Party, and Secured Party's designee(s), as Pledgor's attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any contract that restricts other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or prohibits the grant to Agent protection of a Secured Party's security interest in Accountsany Pledged Collateral, Chattel Paper(ii) to endorse the name of Pledgor on any checks, Instruments notes, drafts or Payment Intangibles other forms of payment or security consisting of Pledged Collateral that may come into the proceeds possession of Secured Party or any Affiliate of Secured Party, and (iii) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Pledgor approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Secured Party nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconduct.
Appears in 1 contract
Samples: Pledge Agreement (Hooper Holmes Inc)
Perfection and Protection of Security Interest. (a) Each Loan Parties Party shall, at their its expense, perform all steps reasonably requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, subject to the terms of the Intercreditor Agreement, including: (i) executing, delivering, and/or filing and recording of the Copyright, Patent, and Trademark Agreements, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) to the extent constituting Revolving Facility First Lien Collateral, delivering to the Collateral Agent the originals of all instruments, documents, and Chattel Paper (in each case in excess of $250,000), and all other Collateral of which the Collateral Agent reasonably determines it should have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed, or assigned to the Collateral Agent as provided herein; (iii) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent upon request (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issuedissued and (B) if requested by the Collateral Agent, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, and if so requested by the AgentDefault exists, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (ivv) placing notations upon the occurrence and during the continuance of an Event of Default, delivering to the Collateral Agent all letters of credit constituting Collateral on each which such Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interestParty is named beneficiary; and (vvi) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens. To the extent permitted by any Requirement of Law and the Intercreditor Agreement, the Collateral Agent may file, without any Loan Party’s signature, one or more financing statements disclosing the Collateral Agent’s Liens.
(b) Promptly after If any Collateral constituting Inventory with a Fair Market Value in excess of $250,000 is at any time in the possession or control of any warehouseman, bailee, or any of such Loan Party’s agents or processors (other than (1) any Persons that have previously executed a bailee letter or landlord waiver for the benefit of the Collateral Agent or (2) the Noteholder Collateral Agent), then such Loan Party shall notify the Collateral Agent thereof (including by delivery of the Perfection Certificate on the date hereof) and shall, at the request of the Collateral Agent, notify such Person of the Collateral Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Collateral Agent’s account subject to the Collateral Agent’s instructions and subject to the Intercreditor Agreement. If at any time any Collateral with a Fair Market Value in excess of $250,000 is located at any operating facility of a Loan Party which is not owned by such Loan Party, such Loan Party, at the request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan AgreementCollateral Agent, obtain or shall use their commercially reasonable efforts to obtain written landlord lien waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)subordinations, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agentthe Agents, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; provided that in the event any Loan Party is unable to obtain any such written waiver or subordination, the Agents may, in the exercise of Reasonable Credit Judgment, establish a Reserve with respect to any such Collateral that is Eligible Inventory in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, subject to the Intercreditor Agreement, each Loan Parties Party shall, upon the Collateral Agent’s written request, execute and deliver confirmatory written instruments pledging to the Collateral Agent, for the benefit of Agent and the other Secured Parties, the CollateralCollateral with respect to such Loan Party, but Loan Parties’ the failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other the Secured Party Parties in and to the CollateralCollateral with respect to such Loan Party. So long as the Term Loan this Agreement is in effect and until all Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) have been fully satisfied and satisfied, the Commitments have been terminated, Collateral Agent’s security interests and other Liens, for the benefit of the Secured Parties, Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(jd) Except To the extent any Loan Party is the owner of any Investment Property that is Collateral (each such Person which issues any such Investment Property being referred to herein as an “Issuer”) with a Fair Market Value in excess of $250,000, each Loan Party which is the owner of any such Investment Property agrees that, at the request of the Agents, subject to the Intercreditor Agreement, it will use its commercially reasonable efforts to cause the Issuer thereof to agree, as follows with respect to such Investment Property:
(i) All such Investment Property issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise expressly permitted deliverable to, any Loan Party, shall be delivered directly to the Collateral Agent (or to the Noteholder Collateral Agent under the Term Intercreditor Agreement), for the account of such Loan AgreementParty.
(ii) If such Investment Property shall constitute Revolving Facility First Lien Collateral, then during the existence of any Event of Default, upon notice by the Agents, all cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Loan Party shall reincorporate or reorganize itself under be delivered directly to the laws of any jurisdiction other than Collateral Agent, for the jurisdiction in which it is incorporated or organized as account of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documentsSecured Parties, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce at the Collateral Agent’s and the other Secured Parties’ security interest address for notices set forth in the CollateralSection 15.8.
(kiii) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement If such Investment Property shall constitute Revolving Facility First Lien Collateral, then with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of such Investment Property at any time constituting an uncertificated security as defined by the UCC. All UCC-1 financing statements heretofore filed , such Issuer will comply with respect any of instructions originated by the Collateral under Agent without further consent by the Original Security Agreement shall continue in full force and effectregistered owner thereof.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Loan and Security Agreement (Metals USA Plates & Shapes Southcentral, Inc.)
Perfection and Protection of Security Interest. (a) Each Loan Parties Party shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, certificates, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent or in blank without restriction; (iii) after a Default or Event of Default, delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, and if so requested by the AgentDefault exists, transferring Inventory to warehouses or other locations designated by the Agent; (ivv) placing notations on each such Loan Party’s 's books of account to disclose the validity, perfection and priority of Agent’s 's security interest; (vi) delivering to the Agent all letters of credit on which such Loan Party is named beneficiary; and (vvii) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without any Loan Party's signature, one or more financing statements disclosing the Agent's Liens. Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after If any Collateral having a book value (determined on a FIFO basis if applicable) of $100,000 or more is at any time located at, or in the Agent’s request thereforpossession or control of any warehouseman, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain bailee or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents)Party's agents, vendors or processors, then such Loan Party shall promptly notify the Agent thereof and enter into shall, at the request of Agent, notify such Person of the Agent's security interest in such Collateral , obtain a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning lien waiver from such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all Person in form and substance reasonably acceptable to the Agent and instruct such Person to hold all such Collateral for the Agent's account subject to the Agent's instructions (which instructions the Agent will not give unless an Event of Default has occurred and is continuing). If at any time any Collateral having a book value (determined on a FIFO basis if applicable) of $100,000 or more is located on any operating facility of a Loan Party which is not owned by such Loan Party, then such Loan Party shall, at the request of the Agent, obtain written waivers, in form and substance satisfactory to the Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control , of all Electronic Chattel Paper in accordance with present and future Liens to which the UCC and all “transferable records” (as defined in owner or lessor of such premises may be entitled to assert against the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, each Loan Parties Party shall, upon the Agent’s written 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the CollateralCollateral with respect to such Loan Party, but such Loan Parties’ Party's failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to such Loan Party. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Riddell Sports Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Grantors shall, at their expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the Patent and Trademark Agreements and the Copyright Security Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iii) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s Grantors’ books of account to disclose the validity, perfection and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary or desirable by the Agent in good faith to maintain and protect the Agent’s Liens. Grantors agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after the Agent’s request thereforUnless Agent shall otherwise consent in writing (which consent may be revoked), Loan Parties Grantors shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers papers executed in blank), Chattel Paper and InstrumentsInstruments promptly after any Grantor receives the same.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, Grantors shall obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantors shall in all instances obtain signed acknowledgements of Agent’s Liens from bailees having possession of any Collateral that they hold for the benefit of Agent, in each case with respect to locations at any time having Collateral valued in excess of $1,000,000.
(d) If required by the terms of the Term Loan Agreement and not Unless waived by Agent in writing (which waiver may be revoked), Loan Parties Grantor shall obtain authenticated control agreements agreements, in form and substance reasonably satisfactory to Agent, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral financial assets or commodities to or for any Loan PartyGrantor.
(e) If a Loan Party any Grantor is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents)credit, such Loan Party Grantors shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute CollateralRights, assigning such Letter-of-of- Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties Grantors shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper electronic chattel paper in accordance with the UCC Code and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party Grantor hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as any or all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in Grantor covered by the Collateral falls within the scope of Article 9 of the UCC or such jurisdictionAgent’s Liens, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Georgia for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party Grantor is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relatesGrantor. Loan Parties agree Each Grantor agrees to furnish any such information to Agent promptly upon written request. Each Loan Party Grantor also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party Grantors shall promptly notify Agent of any Commercial Tort Claim constituting Collateral commercial tort claim (as defined in the UCC) acquired by it and, any Grantor and unless otherwise consented in writing by Agent, such Loan Party Grantors shall enter into a supplement to this Security Agreement, granting to Agent a security interest Lien in such Commercial Tort Claimcommercial tort claim.
(i) From time to time, Loan Parties Grantors shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the ratable benefit of Agent and the other Secured PartiesLenders, the Collateral, but Loan Parties’ any Grantor’s failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to any Grantor. So long as the Term Loan Credit Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminatedsatisfied, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under Grantors’ shall reimburse Agent for the Term Loan out-of-pocket costs incurred by Agent in obtaining certificates of good standing for each Grantor from its state of incorporation or organization, provided, that, (A) if no Event of Default exists, Grantors shall not be responsible for the costs relating to more than one such certificate obtained by Agent with respect to each Grantor during any particular quarter, and (B) Agent shall have no obligation to obtain such certificates.
(k) Without limiting the prohibitions on mergers involving Grantors contained in the Credit Agreement, Loan Party no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce the prior written consent of Agent’s and the other Secured Parties’ security interest in the Collateral.
(kl) Each Loan Party Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the Grantors’ rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(lm) No Loan Party Grantor shall enter into any contract or agreement that restricts or prohibits the grant to Agent of a security interest in Accounts, (i) Chattel Paper, Instruments Paper or Payment Intangibles payment intangibles or the proceeds of the foregoingforegoing to Agent, except to the extent that any such restriction or prohibition is unenforceable under the Uniform Commercial Code, or (ii) Accounts or Instruments.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreements and the Mortgages and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor's possession of which the Agent determines it should have physical possession in order to perfect or protect the Agent's security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the Agent; (ivv) placing notations on each Loan Party’s such Grantor's books of account to disclose the validity, perfection and priority of Agent’s 's security interest; (vi) assigning and, upon the Agent's request during the continuance of an Event of Default, delivering to the Agent all such Grantor's Supporting Obligations, including letters of credit on which such Grantor is named beneficiary with the written consent of the issuer thereof; and (vvii) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens, including without limitation, delivering to Agent originals and copies, as needed, of any and all certificates evidencing ERCs owned by the Company, together with all documentation necessary to perfect Agent's security interest in such ERCs with the applicable air quality management districts or other Governmental Authority pursuant to California Health and Safety Code Section 40709, et seq. In addition, the Grantors shall deliver to Agent an -- --- authorization in blank authorizing Agent to perfect its security interest in future ERCs earned or acquired by the Company. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after the Agent’s request thereforUnless Agent shall otherwise consent in writing (which consent may be revoked), Loan Parties each Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and InstrumentsInstruments promptly after such Grantor receives the same.
(c) Loan Parties Each Grantor shall, in accordance with the terms of the Term Loan Credit Agreement, obtain or use their commercially its reasonable best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and each Grantor shall use its reasonable best efforts to obtain signed acknowledgements of Agent's Liens from bailees having possession of any Collateral that they hold for the benefit of Agent.
(d) If required by the terms of the Term Loan Credit Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral financial assets or commodities to or for any Loan Partysuch Grantor.
(e) If a Loan Party any Grantor is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party Grantor shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties Each Grantor shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper of such Grantor's electronic chattel paper in accordance with the UCC Code and all “"transferable records” (" as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party Grantor hereby irrevocably authorizes the Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction jurisdiction any initial financing statements and amendments thereto that (ai) indicate the Collateral (i1) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or all
(ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i1) whether such Loan Party Grantor is an organization, the type of organization and any organization identification number issued to such Loan PartyGrantor, and (ii2) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree Each Grantor agrees to furnish any such information to the Agent promptly upon written request. Each Loan Party Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code Jurisdiction jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party Grantor shall promptly notify Agent of any Commercial Tort Claim constituting Collateral commercial tort claim (as defined in the UCC) acquired by it and, unless otherwise consented in writing by Agent, such Loan Party Grantor shall enter into a supplement to this Security Agreement, granting to Agent a security interest Lien in such Commercial Tort Claimcommercial tort claim.
(i) From time to time, Loan Parties each Grantor shall, upon the Agent’s written 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the Collateral, but Loan Parties’ any Grantor's failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to such Grantor. So long as the Term Loan Credit Agreement is in effect and until all Secured Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (Mail Well Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Grantor shall, at their its expense, perform all steps reasonably requested by the Agent any Secured Party at any time to perfect, maintain, protect, and enforce the Agent’s such Secured Party's Liens, including: (i) executing and filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agentsuch Secured Party; (ii) at the Secured Parties request, when an Event of Default has occurred and is continuing delivering to the Agent Secured Parties the originals of all Instruments, Documents, and Chattel Paper, and all other Collateral of which the Secured Parties determine it should have physical possession in order to perfect and protect the Secured Parties' security interest therein, duly pledged, endorsed or assigned to the Secured Parties without restriction; (iii) delivering to the Secured Parties warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iiiiv) upon at the occurrence request of the Secured Parties when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the AgentSecured Parties (or such Secured Party); (ivv) placing notations on each Loan Party’s Grantor's books of account to disclose the validity, perfection and priority of Agent’s Secured Parties' security interest; (vi) obtaining control agreements in favor of the Secured Parties from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) at the request of the Secured Parties, assigning and delivering to the Secured Parties all Supporting Obligations, including letters of credit on which Grantor is named beneficiary with the written consent of the issuer thereof; and (vviii) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Agent any Secured Party to maintain and protect such Secured Party's Liens and shall provide Grantor a copy of such filing within seven (7) days. To the Agent’s extent permitted by applicable law, any Secured Party may file, without Grantor's signature, one or more financing statements disclosing such Secured Party's Liens. Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after If any Collateral is at any time in the Agent’s request thereforpossession or control at any third party warehouse or agent, Loan then Grantor shall notify each Secured Party thereof and shall obtain a letter from such third party acknowledging the Secured Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed security interest in blank), Chattel Paper and Instrumentssuch Collateral.
(c) Loan Parties shall, in accordance with the terms The provisions of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, Section are subject to the rights provisions of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect26.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties The Borrowers shall, at their expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (ia) filing executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiid) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the AgentLender; (ive) placing notations on each Loan Party’s either Borrower's books of account to disclose the validity, perfection Security Interest; (f) executing and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent to maintain and protect the Agent’s Liens.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant delivering to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into Lender a tri-party security agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder relating to the Payment Account, all Reversions in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
Lender; (g) Each Loan Party hereby irrevocably authorizes Agent at any time delivering to the Lender all letters of credit on which either Borrower is named beneficiary; (h) executing and from time delivering or procuring the execution and delivery of additional security agreements relating to time during the term foreign assets of the Term Loan Borrowers and their Subsidiaries or domestic assets not covered by this Agreement or the then-existing Security Agreements, in form and substance satisfactory to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral Lender; (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detailenter, and (b) contain any other information required by part 5 procure the entry of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.any
Appears in 1 contract
Samples: Loan and Security Agreement (California Microwave Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Each Borrower ---------------------------------------------- shall, at their its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest in the Collateral including, includingwithout limitation: (ia) filing executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, relating to the Collateral in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender, upon Lender's request therefor, the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiid) upon the occurrence of after an Event of DefaultDefault that is continuing, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s the Borrower's books of account to disclose the validitySecurity Interest; (e) delivering to the Lender, perfection and priority upon Lender's request therefor, all letters of Agent’s security interestcredit on which the Borrower is a named beneficiary; (f) after an Event of Default that is continuing, transferring Inventory to warehouses designated by the Lender; and (vg) taking such other steps as are deemed reasonably necessary by the Agent Lender to maintain and protect the Agent’s Liens.
(b) Promptly after Security Interest. The Lender may file, without the Agent’s request thereforBorrower's signature, Loan Parties shall deliver to Agent all one or more financing statements disclosing the Security Interest. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral consisting is at any time in the possession or control of negotiable Documentsany warehouseman, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms bailee or any of the Term Loan AgreementBorrower's agents or processors, obtain or use their commercially reasonable efforts then the Borrower shall notify the Lender thereof and shall notify such Person of the Security Interest in such Collateral and, upon the Lender's request following an Event of Default that is continuing, instruct such Person to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) hold all such Collateral for the Lender's account subject to the Lender's instructions. If required at any time any Collateral is located on any premises that are not owned by the terms of Borrower, then the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties Borrower shall obtain authenticated control agreements from each issuer of uncertificated securitieswritten waivers, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control Lender, of all Electronic Chattel Paper in accordance with the UCC present and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property future Liens to which the Collateral relatesowner or lessor of such premises may be entitled to assert against the Collateral. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties the Borrower shall, upon Agent’s written Lender's request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ the Borrower's failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the CollateralSecurity Interest. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Security Interest shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, or other financial accommodation). Upon termination of this Agreement and payment of all Obligations, the Lender shall release all Security Interests held by the Lender.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Loan and Security Agreement (Environmental Group International LTD)
Perfection and Protection of Security Interest. (a) Each Loan Parties Party shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s LiensLiens subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Patent and Trademark Agreements, filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, and executing and delivering and/or filing all documents in respect of assignments of Government Contracts, all of the foregoing to be in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, and Chattel Paper, and all other Collateral of such Loan Party of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein or the first priority nature thereof, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral of such Loan Party located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral of such Loan Party for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory of such Loan Party to warehouses or other locations designated by the Agent; (ivv) placing notations on each such Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets of such Loan Party in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations of such Loan Party, including letters of credit on which such Loan Party is named beneficiary with written consent of the issuer thereof; and (vviii) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s Liens. Each Loan Party hereby authorizes the Agent to file one or more financing statements and amendments thereto disclosing the Agent’s Liens. Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after If any Collateral of a Loan Party is at any time in the possession or control of any warehouseman, bailee or any of a Loan Party’s agents or processors, then such Loan Party shall notify the Agent thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such Person of the Agent’s request thereforsecurity interest in such Collateral and instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s reasonable instructions. If at any time any Collateral of a Loan Party is located on any operating facility of such or any other Loan Party which is not owned by such Loan Party, then such Loan Parties Party shall deliver use its commercially reasonable efforts (not including any obligation to Agent pay money) to obtain written landlord lien waivers or subordinations, in form and substance satisfactory to the Agent, of all Collateral consisting present and future Liens which the owner or lessor of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instrumentssuch premises may be entitled to assert against the Collateral.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, each Loan Parties Party shall, upon the Agent’s written request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the CollateralCollateral in which such Loan Party has an interest, but a Loan Parties’ Party’s failure to do so shall not affect or limit any the Agent’s security interest or any the Agent’s other Liens or rights of Agent or any other Secured Party in and to the CollateralCollateral with respect to such Loan Party. So long as the Term Loan this Agreement is in effect and until all Obligations (other than contingent indemnification obligations) have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Liens shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Loan and Security Agreement (Manhattan Bagel Co Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Copyright Security Agreements, the Patent and Trademark Agreements with respect to the Restricted Intellectual Property, applicable stock pledge agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentAgent with respect to the Collateral; (ii) delivering to Bank of America, N.A. (together with its successor agents, "Bank of America"), for the Agent benefit of the lenders under the Revolving Credit Agreement and (for so long as any portion of the Total Facility (as defined in the Revolving Credit Agreement) shall remain in place) the Lenders the originals of all material Instruments, Documents, and Chattel Paper, and all other material Collateral of which Bank of America determines it should have physical possession in order to perfect and protect Bank of America's security interest therein, duly pledged, endorsed or assigned to Bank of America without restriction; (iii) delivering to Bank of America warehouse receipts covering any material portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any material portion of the Collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the AgentBank of America; (ivv) placing notations on each Loan Party’s such Grantor's books of account and records to disclose the validity, perfection and priority of Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and delivering to Bank of America all Supporting Obligations, including letters of credit on which such Grantor is named beneficiary with the written consent of the issuer thereof; and (vviii) taking such other steps as reasonably are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens; provided, however, that any action required to be taken, or any right afforded, in clauses (ii), (iii), (iv), (vi) and (vii) above in favor of Bank of America shall, in the event that any of the obligations (other than contingent obligations) of the Grantors under the Loan Agreement shall remain outstanding after such time as the Total Facility (as defined in the Revolving Credit Agreement) shall cease to be in effect, be taken or afforded, as the case may be, in favor of the Agent. To the extent permitted by applicable law, the Agent may file, without any Grantor's signature, one or more financing statements disclosing the Agent's Liens. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms If any material portion of the Term Loan AgreementCollateral is at any time in the possession or control of any warehouseman, obtain bailee or any of such Grantor's agents or processors, then such Grantor shall notify the Agent thereof and shall use their commercially reasonable its best efforts to obtain a bailee letter within sixty (60) days of the Closing Date, unless notified to the contrary by Agent, acknowledged by the bailee that notifies such Person of the Agent's security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent's account subject to the Agent's instructions. If at any time any material portion of the Collateral is located in any operating facility of a Grantor that is leased by such Grantor, then such Grantor shall use its best efforts to obtain written landlord lien waivers or subordinations of Liens from landlords and mortgagees.
within sixty (d60) If required by the terms days of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)Closing Date, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant unless notified to the Additional Debt Documents)contrary by Agent, such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral. Pending receipt of such bailee letters and landlord waivers or subordinations, Agent may establish such reserves relating to the Collateral as Agent shall deem appropriate.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, Loan Parties each Grantor shall, upon the Agent’s written 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the CollateralCollateral and the Equipment, but Loan Parties’ such Grantor's failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral and the Equipment with respect to such Grantor. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (Unova Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Borrower shall, at their its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest in the Collateral including, includingwithout limitation: (ia) filing executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, relating to the Collateral in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender, upon Lender's request therefor, the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiid) upon the occurrence of after an Event of DefaultDefault that is continuing, and if so requested by the Agent, transferring Inventory causing notations to warehouses or other locations designated by the Agent; (iv) placing notations be placed on each Loan Party’s Borrower's books of account to disclose the validitySecurity Interest; (e) delivering to the Lender, perfection and priority upon Lender's request therefor, all letters of Agent’s security interestcredit on which Borrower is a named beneficiary; (f) after an Event of Default that is continuing transferring Inventory to warehouses designated by the Lender; and (vg) taking such other steps as are deemed reasonably necessary by the Agent Lender to maintain and protect the Agent’s Liens.
(b) Promptly after Security Interest. The Lender may file, without Borrower's signature, one or more financing statements disclosing the Agent’s request thereforSecurity Interest. Borrower agrees that a carbon, Loan Parties shall deliver to Agent all photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral consisting is at any time in the possession or control of negotiable Documentsany warehouseman, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms bailee or any of the Term Loan Agreementagents or processors of Borrower, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords then Borrower shall notify the Lender thereof and mortgagees.
(d) If required by the terms shall notify such Person of the Term Loan Agreement and Security Interest in such Collateral and, upon the Lender's request following an Event of Default that is continuing, instruct such Person to hold all such Collateral for the Lender's account subject to the Lender's instructions. If at any time any Collateral is located on any premises that are not waived owned by Agent in writing (which waiver may be revoked)Borrower, Loan Parties then the Borrower shall obtain authenticated control agreements from each issuer of uncertificated securitieswritten waivers, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control Lender, of all Electronic Chattel Paper in accordance with the UCC present and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property future Liens to which the Collateral relatesowner or lessor of such premises may be entitled to assert against the Collateral. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties the Borrower shall, upon Agent’s written Lender's request, execute cause to be executed and deliver delivered confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ the Borrower's failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the CollateralSecurity Interest. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Security Interest shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, or other financial accommodation). Upon termination of this Agreement and payment of all Obligations, the Lender shall release all Security Interests held by the Lender.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Subject to the approval of the Bankruptcy Court, notwithstanding the perfection of any security interest granted hereunder pursuant to the order of the Bankruptcy Court under the applicable DIP Order, each Loan Parties Party shall, as applicable, at their such Loan Party’s expense, perform all steps reasonably requested by the DIP Agent at any time to perfect, maintain, protect, and enforce the Liens granted to the DIP Agent’s Liens, including: (i) filing and recording financing or continuation statementsupon request by the DIP Agent, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the DIP Agent warehouse receipts covering any portion (who shall hold on behalf of the Collateral located in warehouses and for which warehouse receipts are issuedother DIP Secured Parties)
(1) the originals of all certificated investment property, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehousemaninstruments, documents, and chattel paper, and all other Collateral of which the Majority Lenders reasonably determine the DIP Agent should have physical possession in order to perfect and protect the DIP Agent’s security interest therein, duly pledged, endorsed, or assigned to the DIP Agent without restriction, (2) certificates of title covering any portion of the Collateral for which certificates of title have been issuedissued and (3) all letters of credit on which such Loan Party is named beneficiary.
(b) Subject to the approval of the Bankruptcy Court, to the fullest extent permitted by applicable law, the DIP Agent may file one or more financing statements disclosing the Liens on the Collateral granted to the DIP Agent
(c) Subject to the approval of the Bankruptcy Court, to the extent any Loan Party owns any investment property, such Loan Party agrees as follows with respect to such investment property:
(i) All cash dividends, cash distributions, Liquid Investments and other cash or cash equivalents in respect of such investment property at any time payable or deliverable to such Loan Party shall be deposited into either the Cash Collateral Account or such other deposit account into which the DIP Agent has an Acceptable Security Interest; and
(iiiii) Such Loan Party will not acknowledge any transfer or encumbrance in respect of such investment property to or in favor of any Person other than the DIP Agent or a Person designated by the DIP Agent in writing.
(d) Subject to the approval of the Bankruptcy Court, to the extent the Equity Interest of any Loan Party or any Subsidiary of a Loan Party is in certificated form, upon the DIP Agent’s reasonable request, such Loan Party shall deliver all certificates or instruments at any time representing or evidencing such Equity Interest in such Loan Party or in such Subsidiary to the DIP Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by instruments of transfer or assignment, duly executed in blank, all in form and substance satisfactory to the DIP Agent. The DIP Agent shall have the right, at any time, after the occurrence and during the continuance of an Event of Default, and if so requested by to transfer to or to register in the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent to maintain and protect the Agent’s Liens.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms name of the Term Loan Agreement, obtain DIP Agent or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent its nominee any Equity Interest in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party or such Subsidiary. In addition, the DIP Agent shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and have the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent right at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets exchange certificates or instruments representing or evidencing Equity Interest of such Loan Party or words such Subsidiaries for certificates or instruments of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC smaller or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereoflarger denominations.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Extraction Oil & Gas, Inc.)
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all reasonable steps requested by the Agent Purchaser at any time to perfect, maintain, protect, and enforce the AgentPurchaser’s Liens, including: (i) filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentPurchaser; (ii) delivering to Purchaser the Agent originals of all Instruments, Documents, and Chattel Paper, and all other Collateral of which Purchaser reasonably determines it should have physical possession in order to perfect and protect Purchaser’s security interest therein, duly pledged, endorsed or assigned to Purchaser without restriction; (iii) delivering to Purchaser warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the AgentPurchaser; (ivv) placing notations on each Loan Partysuch Grantor’s books of account to disclose the validity, perfection and priority of AgentPurchaser’s security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and delivering to Purchaser all Supporting Obligations, including letters of credit on which such Grantor is named as beneficiary with the written consent of the issuer thereof; and (vviii) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Agent Purchaser to maintain and protect the AgentPurchaser’s Liens. To the extent permitted by applicable law, Purchaser may file, without such Grantor’s signature, one or more financing statements disclosing Purchaser’s Liens. Each Grantor agrees that a carbon, photographic, photo static, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. For so long as the obligations under the Senior Credit Agreement remain in effect, the requirement to physically deliver to Purchaser certificated securities, Instruments, Documents and tangible Chattel Paper also pledged to secure obligations to the Senior Lender under the Senior Credit Documents shall be satisfied by delivering the foregoing to the Senior Lender and obtaining the written acknowledgement of the Senior Lender that it holds such certificated securities, Instruments, Documents and tangible Chattel Paper for the benefit of Purchaser.
(b) Promptly after If any Collateral is at any time in the Agentpossession or control of any warehouseman, bailee or any Grantor’s request thereforagents or processors, Loan Parties then such Grantor shall deliver notify Purchaser thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such Person of Purchaser’s security interest in such Collateral and instructs such Person to Agent hold all such Collateral consisting for Purchaser’s account subject to Purchaser’s instructions. If at any time any Collateral is located in any operating facility of negotiable Documentsa Grantor that is leased by such Grantor, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with then the terms of the Term Loan Agreement, Grantor shall obtain or use their commercially reasonable efforts to obtain written landlord lien waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)subordinations, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take Purchaser, that waives or subordinates all steps necessary present and future Liens which the owner or lessor of such premises may be entitled to grant assert against the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, Loan Parties each Grantor shall, upon AgentPurchaser’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Purchaser the Collateral, but Loan Parties’ such Grantor’s failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party Purchaser in and to the CollateralCollateral with respect to such Grantor. So long as the Term Loan Purchase Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminatedsatisfied, AgentPurchaser’s security interests and other Liens, for the benefit of the Secured Parties, Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible as the basis for any advance, loan, extension of credit, or other financial accommodation).
(jd) Except as otherwise expressly permitted under the Term Loan AgreementEach Grantor hereby represents and warrants to Purchaser that, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity and to each Grantor’s knowledge, such Grantor has no Tort Claims, except as identified set forth on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request IV. Each Grantor shall notify Purchaser on no less than a quarterly basis of any Tort Claims known to protect or enforce Agent’s such Grantor and which arise following the other Secured Parties’ security interest in the Collateraldate hereof and such Tort Claims shall be added to Schedule IV.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Center for Wound Healing, Inc.)
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Copyright Security Agreements, the Patent and Trademark Agreements with respect to the Restricted Intellectual Property, applicable stock pledge agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentAgent with respect to the Collateral; (ii) delivering to the Agent the originals of all material Instruments, Documents, and Chattel Paper, and all other material Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any material portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any material portion of the Collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the Agent; (ivv) placing notations on each Loan Party’s such Grantor's books of account and records to disclose the validity, perfection and priority of Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which such Grantor is named beneficiary with the written consent of the issuer thereof; and (vviii) taking such other steps as reasonably are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without any Grantor's signature, one or more financing statements disclosing the Agent's Liens. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms If any material portion of the Term Loan AgreementCollateral is at any time in the possession or control of any warehouseman, obtain bailee or use their commercially reasonable efforts to obtain waivers any of such Grantor's agents or subordinations of Liens from landlords and mortgagees.
(d) If required by processors, then such Grantor shall notify the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into shall within sixty (60) days of the Closing Date obtain a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateralbailee letter, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder unless notified to the Payment Accountcontrary by Co-Agents, acknowledged by the bailee that notifies such Person of the Agent's security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent's account subject to the Co-Agents' instructions. If at any time any material portion of the Collateral is located in any operating facility of a Grantor that is leased by such Grantor, then such Grantor shall within sixty (60) days of the Closing Date obtain written landlord lien waivers or subordinations, unless notified to the contrary by Co-Agents, in form and substance reasonably satisfactory to the Agent, that waives or subordinates all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral. Pending receipt of such bailee letters and landlord waivers or subordinations, Agent may establish such reserves relating to the Collateral as Agent shall deem appropriate.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, Loan Parties each Grantor shall, upon the Agent’s written 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the CollateralCollateral and the Equipment, but Loan Parties’ such Grantor's failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral and the Equipment with respect to such Grantor. So long as the Term Loan Credit Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (Unova Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Each Borrower shall, at their its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest in the Collateral including, includingwithout limitation: (ia) filing executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, relating to the Collateral in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender, upon Lender's request therefor, the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiid) upon the occurrence of after an Event of DefaultDefault that is continuing, and if so requested by the Agent, transferring Inventory causing notations to warehouses or other locations designated by the Agent; (iv) placing notations be placed on each Loan Party’s Borrower's books of account to disclose the validitySecurity Interest; (e) delivering to the Lender, perfection and priority upon Lender's request therefor, all letters of Agent’s security interestcredit on which any Borrower is a named beneficiary; (f) after an Event of Default that is continuing transferring Inventory to warehouses designated by the Lender; and (vg) taking such other steps as are deemed reasonably necessary by the Agent Lender to maintain and protect the Agent’s Liens.
(b) Promptly after Security Interest. The Lender may file, without any Borrower's signature, one or more financing statements disclosing the Agent’s request thereforSecurity Interest. Each Borrower agrees that a carbon, Loan Parties shall deliver to Agent all photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral consisting is at any time in the possession or control of negotiable Documentsany warehouseman, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms bailee or any of the Term Loan Agreementagents or processors of any Borrower, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords then such Borrower shall notify the Lender thereof and mortgagees.
(d) If required by the terms shall notify such Person of the Term Loan Agreement and Security Interest in such Collateral and, upon the Lender's request following an Event of Default that is continuing, instruct such Person to hold all such Collateral for the Lender's account subject to the Lender's instructions. If at any time any Collateral is located on any premises that are not waived owned by Agent in writing (which waiver may be revoked)a Borrower, Loan Parties then the Borrowers shall obtain authenticated control agreements from each issuer of uncertificated securitieswritten waivers, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control Lender, of all Electronic Chattel Paper in accordance with the UCC present and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property future Liens to which the Collateral relatesowner or lessor of such premises may be entitled to assert against the Collateral. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties the Borrowers shall, upon Agent’s written Lender's request, execute cause to be executed and deliver delivered confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ the Borrowers' failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the CollateralSecurity Interest. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Security Interest shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, or other financial accommodation). Upon termination of this Agreement and payment of all Obligations, the Lender shall release all Security Interests held by the Lender.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties The Obligors shall, at their expense, perform all steps requested by the Agent in good faith at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: ; (i) executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and all other Collateral that the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion Titled Collateral, together with duly executed applications for the notation of the Collateral for which Agent’s Liens on such certificates of title have been issuedtitle; (iiiiv) upon the occurrence of when an Event of Default, Default has and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the Agent; (ivv) placing notations on each Loan Party’s the Obligors’ books of account to disclose the validity, perfection and priority of Agent’s security interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (vviii) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral. Each Obligor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after If any Collateral is at any time in the Agentpossession or control of any warehouseman, bailee or any of any Obligor’s request thereforagents or processors, Loan Parties then the Obligors shall deliver to (i) notify the Agent all Collateral consisting of negotiable Documentsthereof and, certificated securities (accompanied by stock powers executed in blank)if the Agent so requests, Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or Obligors shall use their commercially reasonable efforts to obtain waivers a bailee or subordinations of Liens from landlords and mortgagees.
(d) If required similar letter acknowledged by the terms such Person that notifies such Person of the Term Loan Agreement Agent’s security interest in such Collateral and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other instructs such Person issuing or holding any Cash Equivalents constituting to hold all such Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the Agent’s account of a Loan Party pursuant subject to the Additional Debt Documents)Agent’s instructions, and (ii) consents to the Agent’s filing of such Loan Party shall promptly notify UCC financing statements as the Agent thereof and enter into a tri-party agreement with may reasonably deem necessary or appropriate to perfect Agent’s security interest in such Collateral. At the request of the Agent and at any time during the issuer and/or confirmation bank continuance of an Event of Default, with respect to Letter-of-Credit Rights any Collateral located in any operating facility of any Obligor that constitute Collateralis leased by any Obligor, assigning such Letter-of-Credit Rights then the Obligors shall use commercially reasonable efforts to Agent and directing all payments thereunder to the Payment Accountobtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent.
(f) Loan Parties shall take , that waive or subordinate all steps necessary present and future Liens which the owner or lessor of such premises may be entitled to grant assert against the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, Loan Parties the Obligors shall, upon the Agent’s written request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the other Secured Parties, the CollateralLenders, but Loan Partiesthe Obligors’ failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to any Obligor. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(jd) Except The Obligors, at the Obligors’ expense, will grant to the Agent, Mortgages in any owned Real Estate (whether owned by one or Obligors on the Closing Date or acquired thereafter) as otherwise expressly permitted under may be reasonably requested from time to time by the Term Loan Agreement, Loan Party Agent and/or the Required Lenders. All such Mortgages shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed be granted pursuant to documentation reasonably satisfactory in form and substance to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the shall constitute valid and enforceable Liens superior to and prior written consent of Agent, subject to the rights of Loan Parties under all third Persons and subject to no other Liens except for Permitted Liens. Such Mortgages shall have been duly recorded or filed in such manner such and places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full by the Obligors. Furthermore, the Obligors shall cause to be delivered to the Agent and the Lenders such opinions of counsel, title insurance policies, flood zone determinations, flood insurance certificates and other related documents as may be reasonably requested by the Agent. Each action required by this Section 9-509(d)(25.2(d) of shall be completed promptly, but in no event later than 60 Business Days (it being understood that the UCC. All UCC-1 financing statements heretofore filed Obligors shall deliver title insurance commitments within 45 Business Days following such request, but the Obligors shall have 90 Business Days to deliver title insurance policies with respect any of to such commitments) after such action is requested in writing to be taken by the Collateral under Agent or the Original Security Agreement shall continue in full force and effectRequired Lenders, as the case may be.
(le) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in AccountsThe Obligors shall, Chattel Paper, Instruments or Payment Intangibles or the proceeds together with each delivery of the foregoingcertificate described in Section 6.2(e), notify the Agent in writing and provide a reasonable description and summary of any commercial tort claim in which any Obligor is a plaintiff alleging damages in excess of $500,000 and, in connection therewith, Agent may file such UCC financing and amendment statements as the Agent deems necessary or desirable in order to perfect the Agent’s Liens therein, together with a supplement to this Agreement in form and substance reasonably acceptable to the Agent in order to subject such commercial tort claim to the terms and conditions of this Agreement and cause such commercial tort claim to constitute “Collateral” for all purposes under this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Credit and Security Agreement (PSS World Medical Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps necessary or otherwise reasonably requested by the Collateral Agent (at the direction of the Majority Holders) at any time to perfect, maintain, protect, protect and enforce the Collateral Agent’s Liens, subject to the terms of each Intercreditor Agreement, including: (i) filing and recording the Copyright, Patent and Trademark Agreements and amendments thereof in the United States Patent and Trademark Office, the United States Copyright Office and any other applicable jurisdiction’s copyright, patent or trademark office, and filing financing statements or continuation statements, and amendments thereof, statements in form and substance reasonably satisfactory to the Agentrespective Filing Office; (ii) to the extent constituting Noteholder First Lien Collateral, delivering to the Collateral Agent the originals of all instruments, documents and Chattel Paper (in each case in excess of $250,000), and all other Collateral of which the Collateral Agent is required to have or of which it reasonably requests to have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed or assigned to the Collateral Agent as provided herein; (iii) delivering to the Collateral Agent a duly executed amendment to this Agreement, in the form of Exhibit B (each, an “Amendment”), pursuant to which such Grantor will pledge any additional Collateral that constitutes Commercial Tort Claims; (iv) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent (A) warehouse receipts covering any portion of the Noteholder First Lien Collateral located in warehouses and for which warehouse receipts are issued, unless (B) warehouse receipts covering any portion of the Additional Debt Agent shall have obtained a Intercreditor Collateral Access Agreement (so long as defined no ABL Liens are outstanding on such Collateral) located in warehouses and for which warehouse receipts are issued and (C) if requested by the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehousemanCollateral Agent, and certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (iiiv) upon the occurrence of when an Event of Default, and if so requested by the AgentDefault exists, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (ivvi) placing notations upon the occurrence and during the continuance of an Event of Default, delivering to the Collateral Agent all letters of credit constituting Collateral on each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interestwhich such Grantor is named beneficiary; and (vvii) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Collateral Agent (acting at the direction of the Majority Holders) to maintain maintain, protect and protect enforce the Collateral Agent’s Liens. To the extent permitted by any Requirement of Law, the Collateral Agent may file, without any Grantor’s signature, one or more financing statements disclosing the Collateral Agent’s Liens. Each Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Agreement and agrees that all additional collateral set forth in such Amendments shall be considered to be part of the Collateral.
(b) Promptly after If at any time any Collateral with a Fair Market Value in excess of $500,000 (other than Intercreditor Collateral, unless (i) no ABL Liens on such Collateral are outstanding or (ii) the Agent’s request thereforapplicable ABL Collateral Agent shall also have obtained such waiver or subordination from such landlord) is located at any operating facility of a Grantor that is not owned by such Grantor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties such Grantor shall, in accordance with the terms of the Term Loan Agreementupon request, obtain or use their commercially reasonable efforts to obtain written landlord lien waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)subordinations, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Collateral Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control , of all Electronic Chattel Paper in accordance with present and future Liens to which the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case owner or lessor of such premises may be entitled to the extent constituting assert against such Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, Loan Parties subject to each Intercreditor Agreement, each Grantor shall, upon the Collateral Agent’s written reasonable request, execute and deliver confirmatory written instruments pledging to the Collateral Agent, for the benefit of Agent and the other Secured Parties, the CollateralCollateral with respect to such Grantor, but Loan Parties’ the failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other the Secured Party Parties in and to the Collateral. So long Collateral with respect to such Grantor.
(d) To the extent any Grantor is the owner of any Investment Property that is Collateral (each such Person that issues any such Investment Property being referred to herein as an “Investment Property Issuer”) (x) with a Fair Market Value in excess of $500,000 or (y) constituting Equity Interests, each Grantor that is the Term Loan Agreement is in effect owner of any such Investment Property agrees that it shall use its commercially reasonable efforts to cause the Investment Property Issuer thereof to agree as follows with respect to such Investment Property:
(i) all such Investment Property issued by such Investment Property Issuer, all warrants and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests non-cash dividends and other Liensnon-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Grantor shall be delivered directly to the Collateral Agent for the account of such Grantor;
(ii) during the existence of any Event of Default, upon notice by the Collateral Agent, all cash dividends, cash distributions and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Grantor shall be delivered directly to the Collateral Agent, for the benefit account of the Secured Parties, shall continue at the Collateral Agent’s address for notices set forth in full force and effect in all Collateral.Section 8.1; and
(jiii) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of such Investment Property at any time constituting an uncertificated security as defined by the UCC. All UCC-1 financing statements heretofore filed , such Investment Property Issuer will comply with respect any of instructions originated by the Collateral under Agent without further consent by the Original Security Agreement shall continue in full force and effectregistered owner thereof.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Collateral Agreement (Aquestive Therapeutics, Inc.)
Perfection and Protection of Security Interest. (a) Loan Parties The Borrower shall, at their its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (ia) filing executing and recording of the Patent and Trademark Assignment and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiie) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the AgentLender; (ivf) placing notations on each Loan Party’s the Borrower's books of account to disclose the validity, perfection Security Interest; (g) executing and priority delivering to the Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (h) delivering to the Lender all letters of Agent’s security interestcredit on which the Borrower is named beneficiary; and (vi) taking such other steps as are deemed reasonably necessary by the Agent Lender to maintain and protect the Agent’s Liens.
(b) Promptly after Security Interest. To the Agent’s request thereforextent permitted by applicable law, Loan Parties shall deliver to Agent all the Lender may file, without the Borrower's signature, one or more financing statements disclosing the Security Interest. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral consisting is at any time in the possession or control of negotiable Documentsany warehouseman, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms bailee or any of the Term Loan AgreementBorrower's agents or processors, obtain or use their commercially reasonable efforts then the Borrower shall notify the Lender thereof and shall notify such Person of the Security Interest in such Collateral and, upon the Lender's request, instruct such Person to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) hold all such Collateral for the Lender's account subject to the Lender's instructions. If required at any time any Collateral is located on any Premises that are not owned by the terms of Borrower, then the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties Borrower shall obtain authenticated control agreements from each issuer of uncertificated securitieswritten waivers, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control Lender, of all Electronic Chattel Paper in accordance with the UCC present and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property future Liens to which the Collateral relatesowner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties the Borrower shall, upon Agent’s written Lender's request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ the Borrower's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and in accordance with the Commitments have been terminatedterms hereof, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Security Interest shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a1) Loan Parties Each Borrower shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of mortgage(s), the copyright security agreement and patent and trademark agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, and Chattel Paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the Agent; (ivv) placing notations on each Loan Party’s such Borrower's books of account to disclose the validity, perfection and priority of Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Borrower is named beneficiary with the written consent of the issuer thereof; and (vviii) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without any Borrower's signature, one or more financing statements disclosing the Agent's Liens. The Borrowers agree that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b2) Promptly after If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Borrower's agents or processors, then such Borrower shall notify the Agent thereof and shall, if requested by the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied obtain a bailee letter acknowledged by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms bailee that notifies such Person of the Term Loan AgreementAgent's security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent's account subject to the Agent's instructions. If at any time any Collateral is located in any operating facility of any Borrower that is leased by such Borrower, obtain or then, at the request of the Agent, such Borrower shall use their commercially reasonable its best efforts to obtain written landlord lien waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)subordinations, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Agent.
(f) Loan Parties shall take , that waives or subordinates all steps necessary present and future Liens which the owner or lessor of such premises may be entitled to grant assert against the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i3) From time to time, Loan Parties each Borrower shall, upon the Agent’s written 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the Collateral, but Loan Parties’ a Borrower's failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to any Borrower. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties Pledgor shall, at their its expense, perform all steps requested by the Agent Secured Party at any time to perfect, maintain, protect, and enforce the AgentSecured Party’s LiensLiens granted hereunder, including: (i) filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentSecured Party; (ii) delivering to Secured Party for the Agent warehouse receipts covering any portion benefit of Secured Party the originals of all Collateral located which Secured Party reasonably determines it should have physical possession in warehouses order to perfect and for which warehouse receipts are issuedprotect Secured Party’s security interest therein, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) duly pledged, endorsed or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issuedassigned to Secured Party without restriction; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan PartyPledgor’s books of account to disclose the validity, perfection and priority of AgentSecured Party’s security interestinterest granted hereunder; (iv) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of such securities intermediaries; and (v) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Agent Secured Party to maintain and protect the AgentSecured Party’s LiensLiens granted hereunder.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver Pledgor hereby represents and warrants to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminatedthat, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity hereof, Pledgor has no Tort Claims, except as identified set forth on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request II. Grantor shall notify Pledgor on no less than a quarterly basis of any Tort Claims known to protect or enforce Agent’s such Grantor and which arise following the other Secured Parties’ security interest in the Collateraldate hereof and such Tort Claims shall be added to Schedule II.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Securities Purchase Agreement (General Finance CORP)
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps reasonably requested by the Agent Secured Party in writing at any time to perfect, maintain, protect, and enforce the Agent’s Secured Party's Liens, including, without limitation: (i) executing and filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentSecured Party; (ii) subject to the provisions of the Senior Credit Agreements, delivering to the Agent Secured Party the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Secured Party reasonably determines it should have physical possession in order to perfect and protect the Secured Party's security interest therein, duly pledged, endorsed or assigned to the Secured Party without restriction; provided, however, that if no Event of Default exists the Secured Party will at the Grantors' request promptly, and in any event, within 5 days following receipt of request therefor, redeliver any such promissory notes and instruments to the applicable Grantor as the applicable Grantor may reasonably require in order to enforce its rights thereunder in the ordinary course of business; (iii) subject to the provisions of the Senior Credit Agreement, delivering to the Secured Party warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s the Grantors' books of account to disclose the validity, perfection and priority of Agent’s Secured Party's security interest; and (v) subject to the provisions of the Senior Credit Agreement, delivering to the Secured Party all letters of credit on which such Grantor is named beneficiary and which provide for or relates to payment of any Account; and (vi) subject to the provisions of the Senior Credit Agreement, taking such other steps as are deemed reasonably necessary or desirable by the Agent Secured Party to maintain and protect the Agent’s Secured Party's Liens. To the extent permitted by applicable law, the Secured Party may file, without the Grantors' signature, one or more financing statements disclosing the Secured Party's Liens or may sign any such financing statements in the name of any Grantor. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after If any Collateral is at any time in the Agent’s possession or control of any warehouseman, bailee or the Grantors' agents or processors, then the applicable Grantor shall notify the Secured Party thereof and, if so requested by the Secured Party, shall notify such Person of the Secured Party's security interest in such Collateral and, subject to the provisions of the Senior Credit Agreement, during the existence of an Event of Default upon the Secured Party's request thereforin writing, Loan Parties shall deliver instruct such Person to Agent hold all such Collateral consisting for the Secured Party's account subject to the Secured Party's instructions. If at any time any Collateral is located on any facility of negotiable Documentsany Grantor which is not owned by such Grantor, certificated securities then such Grantor shall, at the written request of the Secured Party, use commercially reasonable efforts (accompanied by stock powers executed including without limitation enforcing lease obligations) to obtain written waivers, in blank)form and substance satisfactory to the Secured Party, Chattel Paper of all present and Instrumentsfuture Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties each Grantor shall, upon Agent’s the Secured Party's written request, execute and deliver confirmatory written instruments pledging to Agentthe Secured Party, for the benefit such Grantor's interest in any item of Agent and the other Secured Parties, the Collateral, but Loan Parties’ such Grantor's failure to do so shall not affect or limit any the Secured Party's security interest or any the Secured Party's other Liens or rights of Agent or any other Secured Party in and to the any Collateral. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminatedsatisfied, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Party's Liens shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (Interiors Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Each Borrower ---------------------------------------------- Party shall, at their its expense, perform all steps requested by the Agent Lender at any time and from time to time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (ia) executing and filing and recording UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent warehouse receipts covering any portion Lender the originals of the Collateral located in warehouses and for which warehouse receipts are issuedall instruments, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehousemandocuments, and certificates chattel paper, and all other Collateral of title covering any portion of which the Collateral for which certificates of title Lender reasonably determines it should have been issuedphysical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (iiic) upon executing and delivering to the occurrence of an Event of Default, Lender a security agreement relating to the Reversions in form and if so requested by substance satisfactory to the Agent, transferring Inventory to warehouses or other locations designated by the AgentLender; (ivd) placing notations on each Loan such Borrower Party’s 's books of account and records to disclose the validity, perfection and priority Security Interest; (e) delivering to the Lender each letter of Agent’s security interestcredit on which such Borrower Party is named beneficiary if such letter of credit supports payment of one or more Eligible Accounts; and (vf) taking such other steps as are reasonably deemed reasonably necessary or appropriate by the Agent Lender to maintain and protect the Agent’s Liens.
(b) Promptly after Security Interest. To the Agent’s request thereforextent permitted by applicable law, Loan Parties shall deliver to Agent all the Lender may file, without any Borrower Party's signature, one or more financing statements disclosing the Security Interest. Each Borrower Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral consisting is at any time in the possession or control of negotiable Documentsany warehouseman, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms bailee or any of the Term Loan Agreementagents or processors of any Borrower Party, obtain or then such Borrower Party shall notify the Lender thereof and shall notify such Person of the Security Interest in such Collateral and, upon the Lender's request, instruct such Person to hold all such Collateral for the Lender's account subject to the Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by any Borrower Party, other than equipment located at a patient's premises, then, at the request of the Lender, each Borrower Party shall use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)written waivers, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control Lender, of all Electronic Chattel Paper in accordance with the UCC present and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property future Liens to which the Collateral relatesowner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties each Borrower Party shall, upon Agent’s written Lender's request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ an Borrower Party's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Security Interest shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Loan and Security Agreement (Pediatric Services of America Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Borrower shall, at their its expense, perform take all steps actions requested by the Agent TEXTRON at any time to perfect, maintain, protect, protect and enforce TEXTRON's security interest and other rights in the Agent’s LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing and filing and recording financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as TEXTRON shall require, all in form and substance reasonably satisfactory to the Agent; TEXTRON, (ii) maintaining a perpetual inventory and complete and accurate inventory stock records, (iii) delivering to the Agent TEXTRON warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; TEXTRON, (iv) placing notations on each Loan Party’s Borrower's books of account to disclose the validityTEXTRON's security interest therein, perfection and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent delivering to maintain and protect the Agent’s Liens.
(b) Promptly after the Agent’s request thereforTEXTRON all letters of credit on which Borrower is named beneficiary. TEXTRON may file, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documentswithout Borrower's signature, certificated securities (accompanied by stock powers executed in blank)one or more financing statements disclosing TEXTRON's security interest under this Agreement. Borrower agrees that a carbon, Chattel Paper and Instruments.
(c) Loan Parties shallphotographic, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary photostat or other Person issuing reproduction of this Agreement or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed is sufficient as a fixture filing financing statement. If any Collateral is at any time in the possession or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent control of any Commercial Tort Claim constituting Collateral acquired by it andwarehouseman, unless otherwise consented in writing by Agentbailee or any of Borrower's agents or processors, Borrower shall notify such Loan Party shall enter into a supplement to this Agreement, granting to Agent a Person of TEXTRON's security interest in such Commercial Tort Claim.
(i) Collateral and, upon TEXTRON's request, instruct them to hold all such Collateral for TEXTRON's account subject to TEXTRON's instructions. From time to time, Loan Parties Borrower shall, upon Agent’s written TEXTRON's request, execute and deliver confirmatory written instruments pledging the Collateral to Agent, for the benefit of Agent and the other Secured Parties, the CollateralTEXTRON, but Loan Parties’ Borrower's failure to do so shall not affect or limit any TEXTRON's security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as Until the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been TEXTRON's obligation to make further advances hereunder has terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ TEXTRON's security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps reasonably requested by Collateral Agent or the Agent Security Trustee, as the case may be, at any time to perfect, maintain, protect, and enforce the Collateral Agent’s or the Security Trustee’s, as the case may be, Liens, including: (i) executing, delivering and/or filing and recording of the Ship Mortgage(s), Mortgage(s), Patent Assignments and Trademark Security Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to Collateral Agent or the AgentSecurity Trustee, as the case may be; (ii) delivering to the Collateral Agent upon Collateral Agent’s reasonable request warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iii) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by Collateral Agent (or, prior to the AgentSenior Priority Discharge Date, the Revolving Facility Collateral Agent in accordance with the Intercreditor Agreement); (iv) placing notations on each Loan Partysuch Grantor’s books of account to disclose the validity, perfection and priority of Collateral Agent’s or the Security Trustee’s, as the case may be, security interest; and (v) taking such other steps as are reasonably deemed reasonably necessary or desirable by Collateral Agent or the Agent Security Trustee, as the case may be, to maintain and protect the Collateral Agent’s Liens. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties Each Grantor shall, in accordance with the terms of the Term Loan Indenture, notify Collateral Agent in writing if any Borrower has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon Collateral Agent’s request, shall promptly take such actions as Collateral Agent deems appropriate to confer upon Collateral Agent (for the benefit of Secured Parties) a duly perfected, first priority Lien (subject to the Intercreditor Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees) upon such claim.
(dc) If required by Each Grantor shall, in accordance with the terms of the Term Loan Agreement and not waived by Indenture, notify Collateral Agent in writing (which waiver may be revoked)if, Loan Parties shall obtain authenticated control agreements from each issuer after the Closing Date, such Grantor obtains any interest in any Collateral consisting of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit Deposit Accounts (other than those issued an account exclusively used for payroll, payroll taxes, employee benefits or escrow arrangements, an account containing not more that $10,000 at any time, or an account where the account balance of such Deposit Account is swept at the end of each Business Day into a Loan Party pursuant Deposit Account subject to the Additional Debt Documentsan Account Control Agreement), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Chattel Paper, Documents, Instruments, Intellectual Property, registered Copyrights, registered Trademarks, Investment Property or Letter-of-Credit Rights that constitute and, upon Collateral Agent’s request, shall promptly take such actions as Collateral Agent deems appropriate to effect Collateral Agent’s duly perfected, first priority Lien (subject to the Intercreditor Agreement) upon such Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder including, subject to the Payment AccountIntercreditor Agreement, obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Collateral Agent’s request, each Grantor shall obtain a written acknowledgment that such third party holds the Collateral for the benefit of Collateral Agent.
(d) Each Grantor shall, in accordance with the terms of the Indenture, obtain or use its commercially reasonable efforts to obtain Lien Waivers from landlords and mortgagees, and each Grantor shall in all in form instances obtain signed acknowledgements of Collateral Agent’s Liens from bailees having possession of any Collateral that they hold for the benefit of Collateral Agent.
(e) In accordance with Section 11 herein, each Grantor shall obtain authenticated Account Control Agreements with respect to Deposit Accounts of the Grantors (other than an Account constituting Excluded Property including, without limitation, an Account exclusively used for payroll, payroll taxes, 401(k) and substance reasonably satisfactory other retirement plans and employee benefits, including, without limitation, rabbi trusts for deferred compensation and health care benefits, a Deposit Account containing not more that $10,000 at any time, a Deposit Account for which Collateral Agent or the Revolving Facility Collateral Agent is the depositary, or a Deposit Account where the balance of such Deposit Account is swept at the end of each Business Day into a Deposit Account subject to Agentan Account Control Agreement).
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party Grantor hereby irrevocably authorizes Collateral Agent or the Security Trustee, as the case may be, at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdictionUCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party Grantor is an organization, the type of organization and any organization identification number issued to such Loan PartyGrantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree Each Grantor agrees to furnish any such information to Collateral Agent promptly upon written request. Each Loan Party Grantor also ratifies its authorization for Collateral Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ig) From time to time, Loan Parties each Grantor shall, upon Collateral Agent’s written reasonable request, execute and deliver confirmatory written instruments pledging to Collateral Agent, for the benefit of Collateral Agent and the other Secured PartiesHolders, the Collateral, but Loan Parties’ any Grantor’s failure to do so shall not affect or limit any security interest or any other Liens or rights of Collateral Agent or any other Secured Party Holder in and to the CollateralCollateral with respect to such Grantor. So long as the Term Loan Agreement Indenture is in effect and until all Noteholder Obligations have been fully satisfied and the Commitments have been terminatedsatisfied, Collateral Agent’s security interests and other Liens, for the benefit of the Secured Parties, Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: General Security Agreement (United Maritime Group, LLC)
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Copyright Security Agreements, Patent Security Agreements and Trademark Security Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iii) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s such Grantor's books of account to disclose the validity, perfection and priority of Agent’s 's security interest; and (v) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly Unless Agent shall otherwise consent in writing (which consent may be revoked), each Grantor shall deliver to Agent all Collateral consisting of certificated securities (accompanied by stock powers executed in blank) promptly after such Grantor receives the Agent’s request thereforsame. Whenever a Default or Event of Default has occurred and is continuing, Loan Parties each Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and InstrumentsInstruments promptly after such Grantor receives the same. Each Grantor hereby agrees to take any or all other action that the Agent may reasonably request in order for the Agent to obtain control of any Collateral in accordance with the Pledge Agreement, this Agreement and Sections 9-104, 9-105, 9-106 and 9-107 of the UCC. If no Event of Default has occurred and is continuing, such Collateral delivered pursuant to this subsection, 3(b), held by the Agent in respect of a Project in accordance with the Terms of the Loan Documents shall be returned to the applicable Loan Party within two (2) Business Days from the date such Loan Party notifies the Agent that an Amendment to such Collateral is to be made, it being understood that such Loan Party shall, within two (2) Business Days of receipt thereof, return the amended Collateral to the Agent.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, Each Grantor shall obtain or use their commercially reasonable its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and such Grantor shall in all instances obtain signed acknowledgements of Agent's Liens from bailees having possession of any Collateral that they hold for the benefit of the Agent.
(d) If required Unless waived by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral financial assets or commodities to or for any Loan Partysuch Grantor.
(e) If a Loan Party any Grantor is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party Grantor shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties Each Grantor shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper electronic chattel paper in accordance with the UCC Code and all “"transferable records” (" as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party Grantor hereby irrevocably authorizes the Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party Grantor is an organization, the type of organization and any organization identification number issued to such Loan PartyGrantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree Each Grantor agrees to furnish any such information to the Agent promptly upon written request. Each Loan Party Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code Jurisdiction jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party Grantor shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claimit.
(i) From time to time, Loan Parties each Grantor shall, upon the Agent’s written 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the Collateral, but Loan Parties’ such Grantor's failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to such Grantor. So long as the Term Loan Credit Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all Collateral.
(j) Except as Not less frequently than once during each calendar quarter, each Grantor shall, unless Agent shall otherwise expressly permitted under consent, provide to Agent a certificate of good standing from its state of incorporation or organization.
(k) Without limiting the Term Loan prohibitions on mergers involving any Grantor contained in the Credit Agreement, Loan Party no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce the prior written consent of Agent’s and the other Secured Parties’ security interest in the Collateral.
(kl) Each Loan Party Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the such Grantor's rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.509(d)
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties Borrower shall, at their its expense, perform take all steps actions requested by the Agent TEXTRON at any time to perfect, maintain, protect, protect and enforce TEXTTRON's security interest and other rights in the Agent’s LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing and filing and recording financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as TEXTRON shall require, all in form and substance reasonably satisfactory to the Agent; TEXTRON, (ii) maintaining a perpetual inventory and complete and accurate inventory stock records, (iii) delivering to the Agent TEXTRON warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; TEXTRON, (iv) placing notations on each Loan Party’s Borrower's books of account to disclose the validityTEXTRON's security interest therein, perfection and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent delivering to maintain and protect the Agent’s Liens.
(b) Promptly after the Agent’s request thereforTEXTRON all letters of credit on which Borrower is named beneficiary. TEXTRON may file, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documentswithout Borrower's signature, certificated securities (accompanied by stock powers executed in blank)one or more financing statements disclosing TEXTRON's security interest under this Agreement. Borrower agrees that a carbon, Chattel Paper and Instruments.
(c) Loan Parties shallphotographic, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary photostat or other Person issuing reproduction of this Agreement or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed is sufficient as a fixture filing financing statement. If any Collateral is at any time in the possession or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent control of any Commercial Tort Claim constituting Collateral acquired by it andwarehouseman, unless otherwise consented in writing by Agentbailee or any of Borrower's agents or processors, Borrower shall notify such Loan Party shall enter into a supplement to this Agreement, granting to Agent a Person of TEXTRON's security interest in such Commercial Tort Claim.
(i) Collateral and, upon TEXTRON's request, instruct them to hold all such Collateral for TEXTRON's account subject to TEXTRON's instructions. From time to time, Loan Parties Borrower shall, upon Agent’s written TEXTRON's request, execute and deliver confirmatory written instruments pledging the Collateral to Agent, for the benefit of Agent and the other Secured Parties, the CollateralTEXTRON, but Loan Parties’ Borrower's failure to do so shall not affect or limit any TEXTRON's security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as Until the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been TEXTRON's obligation to make further advances hereunder has terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ TEXTRON's security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Loan and Security Agreement (Micros to Mainframes Inc)
Perfection and Protection of Security Interest. (a) Loan Parties The Borrower and each member of the GTS Consolidated Group shall, at their its expense, perform all steps reasonably requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (ia) causing Parent to execute and record the Patent and Trademark Assignments (provided, however, that Lender agrees not to record any such assignments outside of the United States unless and until an Event of Default has occurred) and executing and filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon if required; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiie) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the AgentLender; (ivf) placing notations on each Loan Party’s the Borrower's books of account to disclose the validity, perfection Security Interest; (g) executing and priority delivering to the Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (h) delivering to the Lender all letters of Agent’s security interestcredit on which the Borrower is named beneficiary; and (vi) taking such other steps as are deemed reasonably necessary by the Agent Lender to maintain and protect the Agent’s Liens.
(b) Promptly after Security Interest. To the Agent’s request thereforextent permitted by applicable law, Loan Parties shall deliver to Agent all Collateral consisting the Lender may file, without the Borrower's signature or that of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms any member of the Term Loan AgreementGTS Consolidated Group, obtain one or use their commercially reasonable efforts more financing statements disclosing the Security Interest. All parties agree that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, then the Borrower shall notify the Lender thereof and shall notify such Person of the Security Interest in such Collateral and, upon the Lender's request, instruct such Person to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) hold all such Collateral for the Lender's account subject to the Lender's instructions. If required at any time any Collateral is located on any Premises that are not owned by the terms of Borrower, then the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties Borrower shall obtain authenticated control agreements from each issuer of uncertificated securitieswritten waivers, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control Lender, of all Electronic Chattel Paper in accordance with the UCC present and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property future Liens to which the Collateral relatesowner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties the Borrower shall, upon Agent’s written Lender's request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ the Borrower's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Security Interest shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Subject to Section 6.1(c), each Loan Parties Party shall, at their its expense, perform all steps reasonably requested by the Collateral Agent at any time necessary to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, including: (i) including executing, delivering, and/or filing and recording of the Copyright, Patent, and Trademark Agreements, and authorizing and/or executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; and in furtherance of the foregoing, each Loan Party shall (i) subject to the terms of the Intercreditor Agreement, deliver to the Collateral Agent the originals of all instruments, documents, and Chattel Paper, and all other Collateral of which the Collateral Agent determines it should have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed, or assigned to the Collateral Agent without restriction; (ii) delivering subject to the terms of the Intercreditor Agreement, deliver to the Collateral Agent (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement issued and (as defined in the Additional Debt DocumentsB) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of when an Event of DefaultDefault exists, and if so requested by the Agent, transferring transfer Inventory to warehouses or other locations designated by the Collateral Agent; (iv) placing notations subject to the Intercreditor Agreement, deliver to the Collateral Agent all letters of credit constituting Collateral on each which such Loan Party’s books Party is named beneficiary with a face value in excess of account to disclose the validity, perfection and priority of Agent’s security interest$1,000,000; and (v) taking take such other steps as are reasonably deemed reasonably necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens. To the extent permitted by any Requirement of Law, the Collateral Agent may file, without any Loan Party’s signature, one or more financing statements disclosing the Collateral Agent’s Liens. Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement executed and delivered by such Loan Party is sufficient as a financing statement. Notwithstanding anything to the contrary herein, no Loan Party shall be required to make any filings with any Governmental Entity outside the United States or Canada to perfect the Collateral Agent’s Lien on any Proprietary Rights unless and until such Loan Party shall make any such filings to perfect the lien of the Term Loan Agent on any Proprietary Rights; provided, that, nothing contained in this Agreement shall require a Loan Party to make any filings or take any other actions outside the United States or Canada to record or perfect any security interest in favor of the Collateral Agent in any Collateral except for actions in the applicable Canadian jurisdictions with respect to ABL Priority Collateral as requested from time to time by Collateral Agent.
(b) Promptly after If any ABL Priority Collateral is at any time in the possession or control of any warehouseman, bailee, or any of such Loan Party’s agents or processors, then such Loan Party shall notify the Collateral Agent thereof and shall, at the request of the Collateral Agent, notify such Person of the Collateral Agent’s request thereforsecurity interest in such Collateral and instruct such Person to hold all such Collateral for the Collateral Agent’s account subject to the Collateral Agent’s instructions. If at any time any ABL Priority Collateral is located at any operating facility of a Loan Party which is not owned by such Loan Party, such Loan Parties Party shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain written landlord lien waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)subordinations, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agentthe Agents, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; provided that in the event any Loan Party is unable to obtain any such written waiver or subordination, the Agents may, in their discretion establish a reserve with respect to any such Collateral in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(ic) From time to time, each Loan Parties Party shall, upon the Collateral Agent’s written reasonable request, execute and deliver confirmatory written instruments pledging to the Collateral Agent, for the benefit of Agent and the other Secured Parties, the CollateralCollateral with respect to such Loan Party, but Loan Parties’ the failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other the Secured Party Parties in and to the CollateralCollateral with respect to such Loan Party. So long as the Term Loan this Agreement is in effect and until all Obligations (other than contingent indemnity obligations which have not yet accrued) have been fully satisfied and satisfied, the Commitments have been terminated, Collateral Agent’s security interests and other Liens, for the benefit of the Secured Parties, Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating Availability (or Adjusted Availability, as the case may be) or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(jd) Except To the extent any Loan Party is the owner of or becomes the issuer of any Investment Property that is Collateral (each such Person which issues any such Investment Property being referred to herein as otherwise expressly permitted under an “Issuer”), each such Loan Party which is an Issuer agrees, and each Loan Party which is the Term Loan owner of any such Investment Property agrees to use commercially reasonable efforts to cause any Issuer thereof to agree, as follows with respect to such Investment Property, subject to the Intercreditor Agreement:
(i) Subject to the Intercreditor Agreement, all such Investment Property with an aggregate face value in excess of $1,000,000, issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Loan Party, shall be delivered directly to the Collateral Agent, for the account of such Loan Party, at the Collateral Agent’s address for notices set forth in Section 16.8;
(ii) during the existence and continuance of any Event of Default, all cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Loan Party shall reincorporate be delivered directly to the Collateral Agent, for the account of the Secured Parties, at the Collateral Agent’s address for notices set forth in Section 16.8;
(iii) subject to the Intercreditor Agreement and except as otherwise permitted under this Agreement, such Issuer will not acknowledge any transfer or reorganize itself under the laws encumbrance in respect of such Investment Property to or in favor of any jurisdiction Person other than the jurisdiction Collateral Agent or a Person designated by the Collateral Agent in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.writing;
(kiv) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of such Investment Property at any time constituting an uncertificated security as defined by the UCC. All UCC-1 financing statements heretofore filed , such Issuer will comply with respect any of instructions originated by the Collateral under Agent without further consent by the Original Security Agreement shall continue in full force and effect.registered owner thereof; and
(lv) No Loan Party shall, directly or indirectly, after the date hereof open, establish or maintain any investment account, securities account, commodity account or any other similar account (other than a deposit account) with any securities intermediary unless such Loan Party shall enter into execute and deliver, and cause to be executed and delivered to Collateral Agent, an Investment Property Control Agreement with respect thereto duly executed and delivered by any contract Loan Party and such securities intermediary or commodity intermediary, provided, that, Agent hereby agrees and Agent shall instruct the securities intermediary, commodity intermediary or other person who has custody, control or possession of any investment property (collectively, “Intermediary”) of any Loan Party subject to an Investment Property Control Agreement to comply with entitlement orders issued or originated by such Loan Party (to the extent such entitlement orders do not conflict with instructions issued by Collateral Agent to such Intermediary) concerning the investment property account until such time as Collateral Agent delivers a written notice to such Intermediary which states such Loan Party is no longer entitled to give any such orders in respect of such investment property account. Collateral Agent will only send such notices to the Intermediaries at any time after the occurrence and during the continuance of an Availability Triggering Event. Notwithstanding anything to the contrary set forth herein, Loan Parties shall not be required to obtain Investment Property Control Agreements with respect to any investment accounts or similar accounts to the extent that restricts or prohibits when aggregated with all other held by the grant Loan Parties but not deposited in investment accounts subject to Agent of a security interest in AccountsInvestment Property Control Agreements, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoingsuch aggregate amount shall not at any time exceed $1,000,000.
Appears in 1 contract
Samples: Loan and Security Agreement (EveryWare Global, Inc.)
Perfection and Protection of Security Interest. (a) Loan Parties Each Option Care Person shall, at their its expense, perform all steps requested by the Agent Lender at any time and from time to time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (ia) executing and filing and recording UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiie) upon executing and delivering to the occurrence of an Event of Default, Lender a security agreement relating to the Reversions in form and if so requested by substance satisfactory to the Agent, transferring Inventory to warehouses or other locations designated by the AgentLender; (ivf) placing notations delivering to the Lender all letters of credit on each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interestwhich such Option Care Person is named beneficiary; and (vg) taking such other steps as are deemed reasonably necessary or appropriate by the Agent Lender to maintain and protect the Agent’s Liens.
(b) Promptly after Security Interest. To the Agent’s request thereforextent permitted by applicable law, Loan Parties shall deliver to Agent all the Lender may file, without any Option Care Person's signature, one or more financing statements disclosing the Security Interest. Each Option Care Person agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral consisting is at any time in the possession or control of negotiable Documentsany warehouseman, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms bailee or any of the Term Loan Agreementagents or processors of any Option Care Person, obtain or then such Option Care Person shall notify the Lender thereof and shall notify such Person of the Security Interest in such Collateral and, upon the Lender's request, instruct such Person to hold all such Collateral for the Lender's account subject to the Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by an Option Care Person, other than equipment located at a patient's premises, then, at the request of the Lender, each Option Care Person shall use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)written waivers, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control Lender, of all Electronic Chattel Paper in accordance with the UCC present and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property future Liens to which the Collateral relatesowner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties each Option Care Person shall, upon Agent’s written Lender's request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ an Option Care Person's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan this Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, Security Interest shall continue in full force and effect in all Collateral.
Collateral (j) Except whether or not deemed eligible for the purpose of calculating the Availability or as otherwise expressly permitted under the Term Loan Agreementbasis for any advance, Loan Party shall reincorporate loan, extension of credit, or reorganize itself under other financial accommodation). Without limiting the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds generality of the foregoing: (i) each Borrower which is not a party to a Pledge Agreement acknowledges the terms of such Pledge Agreement and agrees to comply with such terms as if it were a party to such Pledge Agreement; and (ii) each Borrower which is an "Issuer", as defined in the applicable Pledge Agreement, shall register the pledge effected by such Pledge Agreement on the books of such Borrower.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties The Grantor shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens's Liens granted under this Security Agreement or any other Loan Document, including: (i) executing, delivering and/or filing and recording of the Mortgages and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, and tangible Chattel Paper, and all other Collateral in Grantor's possession of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the Agent; (ivv) placing notations on each Loan Party’s the Grantor's books of account to disclose the validity, perfection and priority of Agent’s 's security interest; (vi) assigning and, upon the Agent's request during the continuance of an Event of Default, delivering to the Agent all Supporting Obligations, including letters of credit on which such Grantor is named beneficiary with the written consent of the issuer thereof; and (vvii) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. The Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after the Agent’s request thereforUnless Agent shall otherwise consent in writing (which consent may be revoked), Loan Parties Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers papers executed in blank), Chattel Paper and InstrumentsInstruments promptly after Grantor receives the same.
(c) Loan Parties Grantor shall, in accordance with the terms of the Term Loan Credit Agreement, obtain or use their commercially reasonable its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantor shall in all instances obtain signed acknowledgements of Agent's Liens from bailees having possession of any Collateral that they hold for the benefit of Agent.
(d) If required by the terms of the Term Loan Credit Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral financial assets or commodities to or for Grantor. Notwithstanding anything to the contrary herein or in the Loan Documents, Agent will not deliver to any Loan PartyPerson any notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any account control agreement with respect to (i) the Qualified Custodial Accounts or the Deposit Accounts (other than Payment Accounts), except in connection with the exercise of remedies hereunder following the occurrence of a Liquidity Trigger Event or (ii) the Payment Accounts, except in connection with the exercise of remedies hereunder following the occurrence of a Payment Account Trigger Event.
(e) If a Loan Party Grantor is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party Grantor shall promptly notify Agent thereof and and, if an Event of Default exists, upon the Agent's request, enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties Grantor shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper electronic chattel paper in accordance with the UCC Code and all “"transferable records” (" as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party Grantor hereby irrevocably authorizes the Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party Grantor as to which Grantor has granted a security interest hereunder, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article Division 9 of the UCC of the State of California or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article Division 9 of the UCC of the State of California for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party Grantor is an organization, the type of organization and any organization identification number issued to such Loan PartyGrantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree Grantor agrees to furnish any such information to the Agent promptly upon written request. Each Loan Party Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code Jurisdiction jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party Grantor shall promptly notify Agent of any Commercial Tort Claim constituting Collateral commercial tort claim (as defined in the UCC) acquired by it and, and unless otherwise consented in writing by Agent, such Loan Party Grantor shall enter into a supplement to this Security Agreement, granting to Agent a security interest Lien in such Commercial Tort Claimcommercial tort claim.
(i) From time to time, Loan Parties the Grantor shall, upon the Agent’s written 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the Collateral, but Loan Parties’ the Grantor's failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to the Grantor. So long as the Term Loan Credit Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under [Intentionally Deleted].
(k) Without limiting the Term Loan prohibitions on mergers involving Grantor contained in the Credit Agreement, Loan Party Grantor shall not reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request giving thirty (30) days' prior written notice to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(kl) Each Loan Party Grantor acknowledges that it is not authorized to file any financing statement regarding Agent's Liens on the Collateral or amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to regarding Agent's Liens on the Loan Documents Collateral without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the Grantor's rights of Loan Parties under Section 9-509(d)(29509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (3com Corp)
Perfection and Protection of Security Interest. (a) Loan Parties Each Grantor shall, at their its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreements and the Mortgages and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor's possession of which the Agent determines it should have physical possession in order to perfect or protect the Agent's security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iiiiv) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the Agent; (ivv) placing notations on each Loan Party’s such Grantor's books of account to disclose the validity, perfection and priority of Agent’s 's security interest; (vi) assigning and, upon the Agent's request during the continuance of an Event of Default, delivering to the Agent all such Grantor's Supporting Obligations, including letters of credit on which such Grantor is named beneficiary with the written consent of the issuer thereof; and (vvii) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens, including without limitation, delivering to Agent upon request originals and copies, as needed, of any and all certificates evidencing ERCs owned by the Company, together with all documentation necessary to perfect Agent's security interest in such ERCs with the applicable air quality management districts or other Governmental Authority pursuant to California Health and Safety Code Section 40709, et seq. In addition, the Grantors shall deliver to Agent -- --- upon request an authorization in blank authorizing Agent to perfect Agent's Liens in future ERCs earned or acquired by the Company. Each Grantor agrees that a carbon, photographic, photostatic, electronic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after the Agent’s request thereforUnless Agent shall otherwise consent in writing (which consent may be revoked), Loan Parties each Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and InstrumentsInstruments promptly after such Grantor receives the same.
(c) Loan Parties Each Grantor shall, in accordance with the terms of the Term Loan Credit Agreement, obtain or use their commercially its reasonable best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and each Grantor shall use its reasonable best efforts to obtain signed acknowledgements of Agent's Liens from bailees having possession of any Collateral that they hold for the benefit of Agent.
(d) If required by the terms of the Term Loan Credit Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral financial assets or commodities to or for any Loan Partysuch Grantor.
(e) If a Loan Party any Grantor is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party Grantor shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties Each Grantor shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper of such Grantor's electronic chattel paper in accordance with the UCC Code and all “"transferable records” (" as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party Grantor hereby irrevocably authorizes the Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction jurisdiction any initial financing statements and amendments thereto that (ai) indicate the Collateral (i1) as all assets of such Loan Party Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or that
(ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i1) whether such Loan Party Grantor is an organization, the type of organization and any organization identification number issued to such Loan PartyGrantor, and (ii2) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree Each Grantor agrees to furnish any such information to the Agent promptly upon written request. Each Loan Party Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code Jurisdiction jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party Grantor shall promptly notify Agent of any Commercial Tort Claim constituting Collateral commercial tort claim (as defined in the UCC) that exceeds $200,000 or any group of commercial tort claims that exceed $500,000 in the aggregate, acquired by it and, unless otherwise consented in writing by Agent, such Loan Party Grantor shall enter into a supplement to this Security Agreement, granting to Agent a security interest Lien in such Commercial Tort Claimcommercial tort claim or claims.
(i) From time to time, Loan Parties each Grantor shall, upon the Agent’s written 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the other Secured PartiesLenders, the Collateral, but Loan Parties’ any Grantor's failure to do so shall not affect or limit any security interest or any other Liens or rights of the Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to such Grantor. So long as the Term Loan Credit Agreement is in effect and until all Secured Obligations have been fully satisfied and satisfied, the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, 's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (Mail Well Inc)
Perfection and Protection of Security Interest. (a) Loan The Credit Parties shall, at their expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the AgentLender’s Liens, including: (i) executing, delivering and/or filing and recording of Intellectual Property Security Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (ii) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued, unless the Lender shall have obtained a Collateral Access Agreement in form and substance acceptable to the Lender from any applicable warehouseman; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the AgentLender; (iv) placing notations on each Loan Party’s the Credit Parties’ books of account to disclose the validity, perfection and priority of AgentLender’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent Lender to maintain and protect the AgentLender’s Liens. The Credit Parties agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after After all obligations of the Agent’s request thereforCredit Parties under the Revolving Credit Agreement have been paid in full and discharged, Loan the Credit Parties shall deliver to Agent the Lender all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments, promptly after the Lender’s request therefor.
(c) Loan The Credit Parties shall, in accordance with the terms of the Term Loan Agreement, at the Lender’s request, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent the Lender in writing (which waiver may be revoked), Loan the Credit Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral financial assets or commodities to or for any Loan Credit Party.
(e) If a Loan Credit Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Credit Party pursuant to the Additional Debt DocumentsRevolving Credit Agreement), such Loan Credit Party shall promptly notify Agent the Lender thereof and enter into a tri-party agreement with Agent the Lender and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent the Lender and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agentthe Lender.
(f) Loan The Credit Parties shall take all steps necessary to grant the Agent Lender control of all Electronic Chattel Paper electronic chattel paper in accordance with the UCC Code and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party The Credit Parties hereby irrevocably authorizes Agent authorize the Lender at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any jurisdiction within the United States initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party Credit Parties or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan the Credit Party is an organization, the type of organization and any organization identification number issued to such Loan Credit Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan The Credit Parties agree to furnish any such information to Agent the Lender promptly upon written request. Each Loan Credit Party also ratifies its authorization for Agent the Lender to have filed in any Uniform Commercial Code Jurisdiction jurisdiction within the United States any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Credit Party shall promptly notify Agent the Lender of any Commercial Tort Claim constituting Collateral commercial tort claim (as defined in the UCC) acquired by it and, and unless otherwise consented in writing by Agentthe Lender, such Loan Credit Party shall enter into a supplement to this Security Agreement, granting to Agent the Lender a security interest Lien in such Commercial Tort Claimcommercial tort claim.
(i) From time to time, Loan the Credit Parties shall, upon Agentthe Lender’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured PartiesLender, the Collateral, but Loan the Credit Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party the Lender in and to the CollateralCollateral with respect to the Credit Parties. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and satisfied, the Commitments have been terminated, AgentLender’s security interests and other Liens, for the benefit of the Secured Parties, Liens shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of respects against the Collateral under (whether or not deemed eligible for the Original Security Agreement shall continue in full force and effectpurpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Security Agreement (Applica Inc)
Perfection and Protection of Security Interest. (a) Loan Parties shallBorrower will execute and deliver to Secured Party security agreements, at their expenseassignments, perform all steps requested by the Agent control agreements and other documents and instruments as Secured Party may at any time reasonably request to establish, attach, perfect, maintainor protect any pledge, protectlien, and enforce the Agent’s Liens, including: (i) filing and recording or security interest granted to Secured Party pursuant to this Agreement. Borrower authorizes Secured Party to file all financing or continuation statements, and all continuations or amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering establish, attach, perfect or protect any portion of the Collateral located in warehouses and for which warehouse receipts are issuedpledge, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) lien or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s books of account to disclose the validity, perfection and priority of Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent to maintain and protect the Agent’s Liens.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time granted to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Pledged Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminated, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and Borrower agrees that it will not do so without the prior written consent of Agent, subject to the Borrower's rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 , Borrower is not and shall not be authorized to file any financing statements heretofore filed statement or amendment, termination or corrective statement with respect to any financing statement filed by Secured Party, or with respect to any continuation or amendment thereof, without the prior written consent of the Collateral under the Original Security Agreement shall continue in full force and effectSecured Party.
(lb) No Loan Party shall enter into Borrower hereby appoints Secured Party, and Secured Party's designee(s), as Borrower's attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any contract that restricts other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or prohibits the grant to Agent protection of a Secured Party's security interest in Accountsany Pledged Collateral, Chattel Paper(ii) to endorse the name of Borrower on any checks, Instruments notes, drafts or Payment Intangibles other forms of payment or security consisting of Pledged Collateral that may come into the proceeds possession of Secured Party or any Affiliate of Secured Party, and (iii) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Secured Party nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconduct.
Appears in 1 contract
Samples: Pledge Agreement (Hooper Holmes Inc)
Perfection and Protection of Security Interest. (a) Loan Parties Pledgor shall, at their its expense, perform all steps requested by the Agent Secured Party at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecured Party's Liens granted hereunder, including: (i) filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentSecured Party; (ii) delivering to Secured Party for the Agent warehouse receipts covering any portion benefit of Secured Party the originals of all Collateral located which Secured Party reasonably determines it should have physical possession in warehouses order to perfect and for which warehouse receipts are issuedprotect Secured Party's security interest therein, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) duly pledged, endorsed or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, and certificates of title covering any portion of the Collateral for which certificates of title have been issuedassigned to Secured Party without restriction; (iii) upon the occurrence of an Event of Default, and if so requested by the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on each Loan Party’s Pledgor's books of account to disclose Secured Party's security interest granted hereunder; (iv) obtaining control agreements from securities intermediaries with respect to financial assets in the validity, perfection and priority possession of Agent’s security interestsuch securities intermediaries; and (v) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Agent Secured Party to maintain and protect the Agent’s LiensSecured Party's Liens granted hereunder.
(b) Promptly after the Agent’s request therefor, Loan Parties shall deliver Pledgor hereby represents and warrants to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked), Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take all steps necessary to grant the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminatedthat, Agent’s security interests and other Liens, for the benefit of the Secured Parties, shall continue in full force and effect in all Collateral.
(j) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity hereof, Pledgor has no Tort Claims, except as identified set forth on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request II. Grantor shall notify Pledgor on no less than a quarterly basis of any Tort Claims known to protect or enforce Agent’s such Grantor and which arise following the other Secured Parties’ security interest in the Collateraldate hereof and such Tort Claims shall be added to Schedule II.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to the rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Samples: Securities Purchase Agreement (General Finance CORP)
Perfection and Protection of Security Interest. (a) Loan Parties Grantor shall, at their its expense, perform all steps reasonably requested by the Agent any Secured Party at any time to perfect, maintain, protect, and enforce the Agent’s such Secured Party's Liens, including: (i) executing and filing and recording financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agentsuch Secured Party; (ii) at the Secured Parties request, delivering to the Agent Secured Parties the originals of all Instruments, Documents, and Chattel Paper, and all other Collateral of which the Secured Parties reasonably determine they should have physical possession in order to perfect and protect the Secured Parties' security interest therein, duly pledged, endorsed or assigned to the Secured Parties without restriction; (iii) delivering to the Secured Parties warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iiiiv) upon at the occurrence request of an the Secured Parties when a Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the AgentSecured Parties (or such Secured Party); (ivv) placing notations on each Loan Party’s Grantor's books of account to disclose the validity, perfection and priority of Agent’s Secured Parties' security interest; (vi) obtaining control agreements in favor of the Secured Parties from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) at the request of the Secured Parties, assigning and delivering to the Secured Parties all Supporting Obligations, including letters of credit on which Grantor is named beneficiary with the written consent of the issuer thereof; and (vviii) taking such other steps as are reasonably deemed reasonably necessary or desirable by the Agent any Secured Party to maintain and protect such Secured Party's Liens. To the Agent’s extent permitted by applicable law, any Secured Party may file, without Grantor's signature, one or more financing statements disclosing such Secured Party's Liens. Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after If any Collateral is at any time in the Agent’s request thereforpossession or control at any third party warehouse or agent, Loan then Grantor shall notify each Secured Party thereof and shall obtain a letter from such third party acknowledging the Secured Parties security interest in such Collateral. If at any time any Collateral is located in any operating facility of any Grantor that is leased by any Grantor, then such Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments.
(c) Loan Parties shall, in accordance with the terms of the Term Loan Agreement, obtain or use their commercially reasonable efforts to obtain written landlord lien waivers or subordinations of Liens from landlords and mortgagees.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent in writing (which waiver may be revoked)subordinations, Loan Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral to or for any Loan Party.
(e) If a Loan Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents), such Loan Party shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent.
(f) Loan Parties shall take the Secured Parties, that waives or subordinates all steps necessary present and future Liens which the owner or lessor of such premises may be entitled to grant assert against the Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(gc) Each Loan Party hereby irrevocably authorizes Agent at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree to furnish any such information to Agent promptly upon written request. Each Loan Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code Jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party shall promptly notify Agent of any Commercial Tort Claim constituting Collateral acquired by it and, unless otherwise consented in writing by Agent, such Loan Party shall enter into a supplement to this Agreement, granting to Agent a security interest in such Commercial Tort Claim.
(i) From time to time, Loan Parties shall, upon Agent’s written request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, the Collateral, but Loan Parties’ failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party in and to the Collateral. So long as the Term Loan Purchase Agreement is in effect and until all Obligations have been fully satisfied and the Commitments have been terminatedsatisfied, Agent’s security interests and other Liens, for the benefit of the each Secured Parties, Party's Liens shall continue in full force and effect in all Collateral.
(jd) Except as otherwise expressly permitted under the Term Loan Agreement, Loan Party shall reincorporate or reorganize itself under the laws The exercise of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateral.
(k) Each Loan Party acknowledges that it is not authorized to file any amendment or termination statement remedies with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, Collateral described in this Section 3 is subject to the rights provisions of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect26.
(l) No Loan Party shall enter into any contract that restricts or prohibits the grant to Agent of a security interest in Accounts, Chattel Paper, Instruments or Payment Intangibles or the proceeds of the foregoing.
Appears in 1 contract
Perfection and Protection of Security Interest. (a) Loan Parties Grantor shall, at their its expense, perform all steps reasonably requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the AgentLender’s Liens, including: (i) executing, delivering and/or filing and recording of the IP Assignments and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender and Grantor; (ii) delivering to the Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, unless the Additional Debt Agent shall have obtained a Collateral Access Agreement (as defined in the Additional Debt Documents) or Imported Inventory Agreement (as defined in the Additional Debt Documents) from any applicable warehouseman, issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) upon the occurrence of when an Event of Default, Default has occurred and if so requested by the Agentis continuing, transferring Inventory to warehouses or other locations designated by the AgentLender; (iv) placing notations on each Loan PartyGrantor’s books of account to disclose the validity, perfection and priority of AgentLender’s security interest; and (v) taking such other steps as are deemed reasonably necessary by the Agent Lender to maintain and protect the AgentLender’s Liens. Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.
(b) Promptly after the Agent’s request thereforUnless Lender shall otherwise consent in writing (which consent may be revoked by Lender in its discretion), Loan Parties Grantor shall deliver to Agent Lender all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and InstrumentsInstruments promptly after Grantor receives the same.
(c) Loan Parties Grantor shall, in accordance with with, and to the extent required by, the terms of the Term Loan Agreement, obtain or use their its commercially reasonable efforts to obtain obtain: (i) waivers or subordinations of Liens from landlords and mortgagees, and (ii) signed acknowledgements of Lender’s Liens from bailees having possession of any Collateral that they hold for the benefit of Lender.
(d) If required by the terms of the Term Loan Agreement and not waived by Agent Lender in writing (which waiver may be revokedrevoked by Lender in its discretion), Loan Parties Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary or other Person issuing or holding any Cash Equivalents constituting Collateral financial assets or commodities to or for any Loan PartyGrantor.
(e) If a Loan Party Grantor is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Loan Party pursuant to the Additional Debt Documents)credit, such Loan Party Grantor shall promptly notify Agent Lender thereof and and, if requested by Lender, enter into a tri-party tri‑party agreement with Agent Lender and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights that constitute Collateral, assigning such Letter-of-Credit Rights to Agent Lender and directing all payments thereunder pursuant to the Payment Accountwritten instructions of Lender, all in form and substance reasonably satisfactory to AgentLender and Grantor.
(f) Loan Parties Grantor shall take all steps reasonably necessary to grant the Agent Lender control of all Electronic Chattel Paper electronic chattel paper in accordance with the UCC and all “transferable records” (as defined in the Uniform Electronic Transactions Act) in each case to the extent constituting Collateral.
(g) Each Loan Party Grantor hereby irrevocably authorizes Agent Lender at any time and from time to time during the term of the Term Loan Agreement to file in any filing office in any Uniform Commercial Code Jurisdiction jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Loan Party Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such other jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Loan Party Grantor is an organization, the type of organization and any organization identification number issued to such Loan PartyGrantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties agree Grantor agrees to furnish any such information to Agent Lender promptly upon written request. Each Loan Party Grantor also ratifies its authorization for Agent Lender to have filed in any Uniform Commercial Code Jurisdiction jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
(h) Each Loan Party Grantor shall promptly notify Agent Lender of any Commercial Tort Claim constituting Collateral commercial tort claim (as defined in the UCC) acquired by it and, Grantor and unless otherwise consented in writing by AgentLender, such Loan Party Grantor shall enter into a supplement to this Security Agreement, granting to Agent Lender a security interest Lien in such Commercial Tort Claimcommercial tort claim.
(i) From time to time, Loan Parties Grantor shall, upon AgentLender’s written reasonable request, execute and deliver confirmatory written instruments pledging to Agent, for the benefit of Agent and the other Secured Parties, Lender the Collateral, but Loan Parties’ Grantor’s failure to do so shall not affect or limit any security interest or any other Liens or rights of Agent or any other Secured Party Lender in and to the CollateralCollateral with respect to Grantor. So long as the Term Loan Agreement is in effect and until all Guaranteed Obligations have been fully satisfied and the Commitments have been terminatedsatisfied, AgentLender’s security interests and other Liens, for the benefit of the Secured Parties, Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).
(j) Except as otherwise expressly permitted under If an Event of Default has occurred and is continuing, Grantor shall, upon request by Lender, provide to Lender a certificate of good standing from its state of incorporation or organization.
(k) Without limiting the Term prohibitions on mergers involving Grantor contained in the Loan Agreement, Loan Party no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its type of entity as identified on Schedule II without executing all necessary documents, instruments, financing statements, amendments thereto, assignments and/or other writings as Agent may reasonably request to protect or enforce Agent’s and the other Secured Parties’ security interest in the Collateralprior written consent of Lender.
(kl) Each Loan Party Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any UCC-1 financing statement filed pursuant to the Loan Documents without the prior written consent of Agent Lender and agrees that it will not do so without the prior written consent of AgentLender, subject to the Grantor’s rights of Loan Parties under Section 9-509(d)(2) of the UCC. All UCC-1 financing statements heretofore filed with respect any of the Collateral under the Original Security Agreement shall continue in full force and effect.
(lm) No Except as otherwise permitted by the Loan Party Agreement, Grantor shall not enter into any contract that restricts or prohibits the grant to Agent of a security interest in the Collateral, including, without limitation, Accounts, Chattel Paper, Instruments or Payment Intangibles payment intangibles or the proceeds of the foregoingforegoing to Lender.
Appears in 1 contract
Samples: General Security Agreement (Industrial Services of America Inc)
