Perfection of Security Interests. (a) Each Credit Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions requested by the Administrative Agent or any Collateral Agent at any time and from time to time to perfect, maintain, protect, and enforce the Lenders’ security interest in the Collateral of such Credit Party, including (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Administrative Agent and the Collateral Agents, (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock records, (v) using its best efforts in delivering to the Senior Collateral Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Agent’s request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (vi) placing notations on such Credit Party’s certificates of title or books of account to disclose the Collateral Agents’ security interest therein in favor of the Lenders, (vii) delivering to the Senior Collateral Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Lien in favor of the Lenders in letters of credit on which such Credit Party is named as beneficiary and all acceptances issued in connection therewith, (viii) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Agent and (ix) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ security interests in favor of the Lenders in the Collateral. (b) Each Credit Party hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements or continuation statements and amendments thereto and other filing or recording documents or instruments with respect to the Collateral and the Liens granted under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case without the signature of such Credit Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders under this Agreement. Each Credit Party shall pay the costs of, or incidental to, any recording or filing of any financing statements concerning the Collateral. Each Credit 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 is at any time in the possession or control of any warehouseman, bailee or such Credit Party’s agents or processors, such Credit Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ security interests in favor of the Lenders, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents and, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ account subject to the Senior Collateral Agent’s instructions. From time to time, each Credit Party shall, upon the Administrative Agent’s or any Collateral Agent’s request, execute and deliver written instruments pledging to the Collateral Agents the Collateral described in any such instruments or otherwise, but the failure of such Credit Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ security interests in favor of the Lenders or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ security interests in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement. (c) Notwithstanding clauses (a) and (b) of this Section 10.2, or any failure on the part of any Credit Party or any Agent to take any of the actions set forth in such clauses, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or the Final DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or the Interim Order or the Final DIP Order, as applicable, by the Debtors.
Appears in 1 contract
Samples: Secured Super Priority Debtor in Possession Credit Agreement (Trico Marine Services Inc)
Perfection of Security Interests. (a) Each Credit Loan Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions requested by the Administrative Agent or any Collateral Agent (at the direction of the Requisite Lenders) at any time and from time to time to perfect, maintain, protect, and enforce the Lenders’ security interest in the Collateral of such Credit Loan Party, including including, without limitation, (i) executing and filing financing, financing change or continuation statements, and amendments thereof, in form and substance satisfactory to the Administrative Agent and (at the Collateral Agentsdirection of the Requisite Lenders), (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required requested by the Administrative Agent or any Collateral Agent to further evidence and perfect the its security interests in favor of the Lenders in all Intellectual Property, (iviii) maintaining complete and accurate stock records, (viv) using its best efforts in delivering to the Senior Collateral Administrative Agent negotiable warehouse receiptsreceipts in connection with property with a Fair Market Value in excess of $100,000, if any, and, upon the Senior Collateral Administrative Agent’s or any Lender’s request therefor, non-negotiable warehouse receipts in connection with property with a Fair Market Value in excess $100,000 covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (viv) placing notations on such Credit Loan Party’s certificates of title or books of account to disclose the Collateral Agents’ Administrative Agent’s security interest therein in favor of the Lenderstherein, (viivi) delivering to the Senior Collateral Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Administrative NY 72168370v12 Agent’s Lien in favor of the Lenders in letters of credit with a face amount in excess of $100,000 on which such Credit Loan Party is named as beneficiary and all acceptances issued in connection therewith, (viiivii) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Administrative Agent (at the direction of the Requisite Lenders) and (ixviii) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ Administrative Agent’s security interests in favor of the Lenders interest in the Collateral.
(b) Each Credit Loan Party hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements, financing change statements or continuation statements and amendments thereto and other filing or recording documents or instruments with respect to the Collateral and the Liens granted under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case without the signature of such Credit Loan Party in such form and in such offices as the Administrative Agent or any Collateral Agent (at the direction of the Requisite Lenders) determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders Administrative Agent under this Agreement. Each Credit Loan Party shall pay the costs of, or incidental to, any recording or filing of any financing statements or financing change statements concerning the Collateral. Each Credit 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. If any Collateral with a Fair Market Value in excess of $100,000 is at any time in the possession or control of any warehouseman, bailee or such Credit Loan Party’s agents or processors, such Credit Loan Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ Administrative Agent’s security interests in favor of the Lendersinterest, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ Administrative Agent’s account subject to the Senior Collateral Administrative Agent’s instructions. From time to time, each Credit Loan Party shall, upon the Administrative Agent’s or any Collateral Agent’s request, execute and deliver written instruments pledging to the Collateral Agents Administrative Agent the Collateral described in any such instruments or otherwise, but the failure of such Credit Loan Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ Administrative Agent’s security interests in favor of the Lenders interest or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ Administrative Agent’s security interests interest in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement.
(c) Notwithstanding clauses subsections (a) and (b) of this Section 10.211.2, or any failure on the part of any Credit Loan Party or any the Administrative Agent to take any of the actions set forth in such clausessubsections, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or the Final DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or Agreement, the Interim Order or the Final DIP Order, as applicable, by the Debtors.
Appears in 1 contract
Samples: Secured Super Priority Debtor in Possession Multiple Draw Term Loan Agreement (Greenville Tube CO)
Perfection of Security Interests. (a) Each Credit Loan Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions steps that may be reasonably requested by the Administrative Agent or any Collateral Agent at any time and from time to time to perfect, maintain, protect, and enforce the Lenders’ ' security interest in the Collateral of such Credit Loan Party, including including, without limitation, (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Administrative Agent and the Collateral AgentsAgent, (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock records, (viii) upon the request of the Administrative Agent, using its best efforts in delivering to the Senior Collateral Administrative Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Administrative Agent’s 's request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (viiv) upon the request of the Administrative Agent during the continuance of an Event of Default, placing notations on such Credit Loan Party’s certificates of title or 's books of account to disclose the Collateral Agents’ Administrative Agent's security interest therein in favor of the Lenderstherein, (viiv) to the extent requested by the Administrative Agent, delivering to the Senior Collateral Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Administrative Agent's Lien in favor of the Lenders in letters of credit on which such Credit Loan Party is named as beneficiary and all acceptances issued in connection therewith, (viiivi) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Administrative Agent and (ixvii) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest in the Collateral.
(b) Each Credit Loan Party hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements or continuation statements statements, and amendments thereto and other filing thereto, on such Loan Party's behalf covering the Collateral. The Administrative Agent may file one or recording documents or instruments with respect to more financing statements disclosing the Collateral and the Liens granted Administrative Agent's security interest under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case without the signature of such Credit Loan Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders under this Agreementappearing thereon. Each Credit Loan Party shall pay the costs of, or incidental to, any recording or filing of any financing statements concerning the Collateral. Each Credit 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. If any Collateral is at any time in the possession or control of any warehouseman, bailee or such Credit Loan Party’s 's agents or processors, upon the request of the Administrative Agent, such Credit Loan Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ Administrative Agent's security interests in favor of the Lendersinterest, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents andshall, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ Administrative Agent's account subject to the Senior Collateral Administrative Agent’s 's instructions. From time to time, each Credit Loan Party shall, upon the Administrative Agent’s or any Collateral Agent’s 's request, execute and deliver written instruments pledging to the Collateral Agents Administrative Agent the Collateral described in any such instruments or otherwise, but the failure of such Credit Loan Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ Administrative Agent's security interests interest in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement.
(c) Notwithstanding clauses subsections (a) and (b) of this Section 10.211.2, or any failure on the part of any Credit Loan Party or any the Administrative Agent to take any of the actions set forth in such clausessubsections, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or and the Final DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or Agreement, the Interim Order or the Final DIP Order, as applicable, by the Debtors.
Appears in 1 contract
Perfection of Security Interests. (a) Each Credit Loan Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions steps that may be reasonably requested by the Administrative Agent or any Collateral Agent at any time and from time to time to perfect, maintain, protect, and enforce the Lenders’ security interest in the Collateral of such Credit Loan Party, including including, without limitation, (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Administrative Agent and the Collateral AgentsAgent, (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock records, (viii) upon the request of the Administrative Agent, using its best efforts in delivering to the Senior Collateral Administrative Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Administrative Agent’s request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (viiv) upon the request of the Administrative Agent during the continuance of an Event of Default, placing notations on such Credit Loan Party’s certificates of title or books of account to disclose the Collateral Agents’ Administrative Agent’s security interest therein in favor of the Lenderstherein, (viiv) to the extent requested by the Administrative Agent, delivering to the Senior Collateral Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Administrative Agent’s Lien in favor of the Lenders in letters of credit on which such Credit Loan Party is named as beneficiary and all acceptances issued in connection therewith, (viiivi) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Administrative Agent and (ixvii) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ Administrative Agent’s security interests in favor of the Lenders interest in the Collateral.
(b) Each Credit Loan Party hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements or continuation statements statements, and amendments thereto and other filing thereto, on such Loan Party’s behalf covering the Collateral. The Administrative Agent may file one or recording documents or instruments with respect to more financing statements disclosing the Collateral and the Liens granted Administrative Agent’s security interest under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. without the signature of such Credit Loan Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders under this Agreementappearing thereon. Each Credit Loan Party shall pay the costs of, or incidental to, any recording or filing of any financing statements concerning the Collateral. Each Credit 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. If any Collateral is at any time in the possession or control of any warehouseman, bailee or such Credit Loan Party’s agents or processors, upon the request of the Administrative Agent, such Credit Loan Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ Administrative Agent’s security interests in favor of the Lendersinterest, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents andshall, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ Administrative Agent’s account subject to the Senior Collateral Administrative Agent’s instructions. From time to time, each Credit Loan Party shall, upon the Administrative Agent’s or any Collateral Agent’s request, execute and deliver written instruments pledging to the Collateral Agents Administrative Agent the Collateral described in any such instruments or otherwise, but the failure of such Credit Loan Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ Administrative Agent’s security interests in favor of the Lenders interest or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ Administrative Agent’s security interests interest in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement.
(c) Notwithstanding clauses subsections (a) and (b) of this Section 10.211.2, or any failure on the part of any Credit Loan Party or any the Administrative Agent to take any of the actions set forth in such clausessubsections, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or and the Final DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or Agreement, the Interim Order or the Final DIP Order, as applicable, by the Debtors.
Appears in 1 contract
Perfection of Security Interests. (a) Each Credit Loan Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions steps that may be reasonably requested by the Administrative Agent or any Collateral Agent at any time and from time to time to perfect, maintain, protect, and enforce the Lenders’ ' security interest in the Collateral of such Credit Loan Party, including including, without limitation, (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Administrative Agent and the Collateral AgentsAgent, (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock records, (viii) upon the request of the Administrative Agent, using its best efforts in delivering to the Senior Collateral Administrative Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Administrative Agent’s 's request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (viiv) upon the request of the Administrative Agent during the continuance of an Event of Default, placing notations on such Credit Loan Party’s certificates of title or 's books of account to disclose the Collateral Agents’ Administrative Agent's security interest therein in favor of the Lenderstherein, (viiv) to the extent requested by the Administrative Agent, delivering to the Senior Collateral Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Administrative Agent's Lien in favor of the Lenders in letters of credit on which such Credit Loan Party is named as beneficiary and all acceptances issued in connection therewith, (viiivi) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Administrative Agent and (ixvii) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest in the Collateral. Prior to the occurrence and continuation of an Event of Default, the Administrative Agent shall not direct the transfer of any balances in any Approved Deposit Account to any account other than the Cash Concentration Account.
(b) Each Credit Loan Party hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements or continuation statements statements, and amendments thereto and other filing thereto, on such Loan Party's behalf covering the Collateral. The Administrative Agent may file one or recording documents or instruments with respect to more financing statements disclosing the Collateral and the Liens granted Administrative Agent's security interest under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case without the signature of such Credit Loan Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders under this Agreementappearing thereon. Each Credit Loan Party shall pay the costs of, or incidental to, any recording or filing of any financing statements concerning the Collateral. Each Credit 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. If any Collateral is at any time in the possession or control of any warehouseman, bailee or such Credit Loan Party’s 's agents or processors, upon the request of the Administrative Agent, such Credit Loan Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ Administrative Agent's security interests in favor of the Lendersinterest, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents andshall, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ Administrative Agent's account subject to the Senior Collateral Administrative Agent’s 's instructions. From time to time, each Credit Loan Party shall, upon the Administrative Agent’s or any Collateral Agent’s 's request, execute and deliver written instruments pledging to the Collateral Agents Administrative Agent the Collateral described in any such instruments or otherwise, but the failure of such Credit Loan Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ Administrative Agent's security interests interest in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement.
(c) Notwithstanding clauses subsections (a) and (b) of this Section 10.211.2, or any failure on the part of any Credit Loan Party or any the Administrative Agent to take any of the actions set forth in such clausessubsections, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Final Order or and the Final Amended and Restated DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or the Interim Order or Agreement, the Final Order and the Amended and Restated DIP Order, as applicable, by the Debtors.
Appears in 1 contract
Samples: Secured Debtor in Possession Credit Agreement (Friedmans Inc)
Perfection of Security Interests. (a) Each Credit Party Grantor shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions steps requested by the Administrative Agent or any Collateral Agent at any time and from time to time to perfect, maintain, protect, and enforce the Lenders’ security interest in ' Liens against the Collateral of such Credit PartyGrantor, including including, without limitation, (i) executing and filing mortgages, deeds of trust, or other security documents or instruments, financing or continuation statementsstatements and all relevant filings and recordations with the FAA and any other Governmental Authority, and amendments thereof, each in form and substance satisfactory to the Administrative Agent and the Collateral AgentsAgent, (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock records, (viii) using its best efforts in delivering to the Senior Collateral Administrative Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Administrative Agent’s 's request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (viiv) placing notations on such Credit Party’s certificates of title or Grantor's books of account to disclose the Collateral Agents’ Administrative Agent's security interest therein in favor of the Lenderstherein, (viiv) delivering to the Senior Collateral Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Administrative Agent's Lien in favor of the Lenders in letters of credit on which such Credit Party Grantor is named as beneficiary and all acceptances issued in connection therewith, (viiivi) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Administrative Agent and (ixvii) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest in the Collateral, including title insurance policies, current as built surveys, zoning letters and certificates of occupancy, as shall be requested by the Administrative Agent, in each case satisfactory to the Administrative Agent, in its sole discretion.
(b) Each Credit Party Grantor hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements or continuation statements or other relevant filings and amendments thereto recordings on such Grantor's behalf covering the Collateral. The Administrative Agent may file one or more financing or continuation statements or other relevant filings and other filing or recording documents or instruments with respect to recordings disclosing the Collateral and the Liens granted Administrative Agent's security interest under this Agreement and or the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case Loan Documents without the signature of such Credit Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders under this AgreementGrantor appearing thereon. Each Credit Party Grantor shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other relevant filings and recordings concerning the Collateral. Each Credit Party Grantor agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or the other Loan Documents or of a financing or continuation statement is sufficient as a financing such statement, filing or recording. If any Collateral is at any time in the possession or control of any warehouseman, bailee or such Credit Party’s Grantor's agents or processors, such Credit Party Grantor shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ Administrative Agent's security interests in favor of the Lendersinterest, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents andshall, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ Administrative Agent's account subject to the Senior Collateral Administrative Agent’s 's instructions. From time to time, each Credit Party Grantor shall, upon the Administrative Agent’s or any Collateral Agent’s 's request, execute and deliver written instruments pledging to the Collateral Agents Administrative Agent the Collateral described in any such instruments or otherwise, but the failure of such Credit Party Grantor to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ Administrative Agent's security interests interest in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement.
(c) Notwithstanding clauses subsections (a) and (b) of this Section 10.211.2, or any failure on the part of any Credit Party Grantor or any the Administrative Agent to take any of the actions set forth in such clausessubsections, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or and the Final DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or the Interim Order or the Final DIP Order, as applicable, by the Debtors.No
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Perfection of Security Interests. (a) Each Credit Loan Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions requested by the Administrative Agent or any Collateral Agent at any time and from time to time to perfect, maintain, protect, and enforce the Lenders’ security interest in the Collateral of such Credit Loan Party, including including, without limitation, (i) executing and filing financing, financing change or continuation statements, and amendments thereof, in form and substance satisfactory to the Administrative Agent and the Collateral AgentsAgent, (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required reasonably requested by the Administrative Agent or any Collateral Agent to further evidence and perfect the its security interests in favor of the Lenders in all Intellectual Property, (iviii) maintaining complete and accurate stock records, (viv) using its best efforts in delivering to the Senior Collateral Administrative Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Administrative Agent’s request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (viv) placing notations on such Credit Loan Party’s certificates of title or books of account to disclose the Collateral Agents’ Administrative Agent’s security interest therein in favor of the Lenderstherein, (viivi) delivering to the Senior Collateral Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Administrative Agent’s Lien in favor of the Lenders in letters of credit on which such Credit Loan Party is named as beneficiary and all acceptances issued in connection therewith, (viiivii) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Administrative Agent and (ixviii) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ Administrative Agent’s security interests in favor of the Lenders interest in the Collateral.
(b) Each Credit Loan Party hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements, financing change statements or continuation statements and amendments thereto and other filing or recording documents or instruments with respect to the Collateral and the Liens granted under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case without the signature of such Credit Loan Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders Administrative Agent under this Agreement. Each Credit Loan Party shall pay the costs of, or incidental to, any recording or filing of any financing statements or financing change statements concerning the Collateral. Each Credit 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. If any Collateral is at any time in the possession or control of any warehouseman, bailee or such Credit Loan Party’s agents or processors, such Credit Loan Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ Administrative Agent’s security interests in favor of the Lendersinterest, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ Administrative Agent’s account subject to the Senior Collateral Administrative Agent’s instructions. From time to time, each Credit Loan Party shall, upon the Administrative Agent’s or any Collateral Agent’s request, execute and deliver written instruments pledging to the Collateral Agents Administrative Agent the Collateral described in any such instruments or otherwise, but the failure of such Credit Loan Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ Administrative Agent’s security interests in favor of the Lenders interest or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ Administrative Agent’s security interests interest in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement.
(c) Notwithstanding clauses subsections (a) and (b) of this Section 10.211.2, or any failure on the part of any Credit Loan Party or any the Administrative Agent to take any of the actions set forth in such clausessubsections, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or Order, the Recognition Orders, the Final DIP Order and the Final Recognition Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or Agreement, the Interim Order, the Recognition Orders, the Final Order or the Final DIP Recognition Order, as applicable, by the Debtors.
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Samples: Secured Super Priority Debtor in Possession Multiple Draw Term Loan Agreement (Pliant Corp)
Perfection of Security Interests. (a) Each Credit Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions requested by the Administrative Agent or any Collateral Agent at any time and from time to time to perfect, maintain, protect, and enforce the Lenders’ security interest in the Collateral of such Credit Party, including (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Administrative Agent and the Collateral Agents, (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock records, (v) using its best efforts in delivering to the Senior Collateral Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Agent’s request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (vi) placing notations on such Credit Party’s certificates of title or books of account to disclose the Collateral Agents’ security interest therein in favor of the Lenders, (vii) delivering to the Senior Collateral Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Lien in favor of the Lenders in letters of credit on which such Credit Party is named as beneficiary and all acceptances issued in connection therewith, (viii) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Agent and (ix) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ security interests in favor of the Lenders in the Collateral.
(b) Each Credit Party hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements or continuation statements and amendments thereto and other filing or recording documents or instruments with respect to the Collateral and the Liens granted under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case without the signature of such Credit Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders under this Agreement. Each Credit Party shall pay the costs of, or incidental to, any recording or filing of any financing statements concerning the Collateral. Each Credit 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 is at any time in the possession or control of any warehouseman, bailee or such Credit Party’s agents or processors, such Credit Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ security interests in favor of the Lenders, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents and, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ account subject to the Senior Collateral Agent’s instructions. From time to time, each Credit Party shall, upon the Administrative Agent’s or any Collateral Agent’s request, execute and deliver written instruments pledging to the Collateral Agents the Collateral described in any such instruments or otherwise, but the failure of such Credit Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ security interests in favor of the Lenders or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ security interests in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement.
(c) Notwithstanding clauses (a) and (b) of this Section 10.2, or any failure on the part of any Credit Party or any Agent to take any of the actions set forth in such clauses, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or the Final DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or the Interim Order or the Final DIP Order, as applicable, by the Debtors.
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Perfection of Security Interests. (a) Each Credit Loan Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions steps reasonably requested by the Administrative Agent or any Collateral Agent at any time and from time to time to perfect, maintain, protect, and enforce the Lenders’ ' security interest in the Collateral of such Credit Loan Party, including including, without limitation, (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Administrative Agent and the Collateral AgentsAgent, (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock records, (viii) using its reasonable best efforts in delivering to the Senior Collateral Administrative Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Administrative Agent’s 's reasonable request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (viiv) placing notations on such Credit Loan Party’s certificates of title or 's books of account to disclose the Collateral Agents’ Administrative Agent's security interest therein in favor of the Lenderstherein, (viiv) delivering to the Senior Collateral Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Administrative Agent's Lien in favor of the Lenders in letters of credit on which such Credit Loan Party is named as beneficiary and all acceptances issued in connection therewith, (viiivi) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Administrative Agent and (ixvii) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest in the Collateral.
(b) Each Credit Loan Party hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements or continuation statements and amendments thereto and other filing on such Loan Party's behalf covering the Collateral. The Administrative Agent may file one or recording documents or instruments with respect to more financing statements disclosing the Collateral and the Liens granted Administrative Agent's security interest under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case without the signature of such Credit Loan Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders under this Agreementappearing thereon. Each Credit Loan Party shall pay the costs of, or incidental to, any recording or filing of any financing statements concerning the Collateral. Each Credit 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. If any Collateral is at any time in the possession or control of any warehouseman, bailee or such Credit Loan Party’s 's agents or processors, such Credit Loan Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ Administrative Agent's security interests in favor of the Lendersinterest, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents andshall, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ Administrative Agent's account subject to the Senior Collateral Administrative Agent’s 's instructions. From time to time, each Credit Loan Party shall, upon the Administrative Agent’s or any Collateral Agent’s 's request, execute and deliver written instruments pledging to the Collateral Agents Administrative Agent the Collateral described in any such instruments or otherwise, but the failure of such Credit Loan Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ Administrative Agent's security interests interest in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement.
(c) Notwithstanding clauses subsections (a) and (b) of this Section 10.211.2, or any failure on the part of any Credit Loan Party or any the Administrative Agent to take any of the actions set forth in such clausessubsections, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or and the Final DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or Agreement, the Interim Order or the Final DIP Order, as applicable, by the Debtors.
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Samples: Revolving Credit Agreement (Warnaco Group Inc /De/)
Perfection of Security Interests. (a) Each Credit Party Grantor shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions steps reasonably requested by the Administrative Agent or any Collateral Agent at any time and from time to time as may be necessary to perfect, maintain, protect, and enforce the Lenders’ ' security interest in the Collateral of such Credit PartyGrantor, including (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Administrative Agent and the Collateral AgentsAgent, (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock records, (viii) using its best efforts in delivering to the Senior Collateral Administrative Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Administrative Agent’s 's request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (viiv) placing notations on such Credit Party’s certificates of title or Grantor's books of account to disclose the Collateral Agents’ Administrative Agent's security interest therein in favor of the Lenderstherein, (viiv) delivering to the Senior Collateral Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Administrative Agent's Lien in favor of the Lenders in letters of credit on which such Credit Party Grantor is named as beneficiary and all acceptances issued in connection therewith, (viiivi) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Administrative Agent and (ixvii) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest in the Collateral, including title insurance policies, current as built surveys, zoning letters and certificates of occupancy, as shall be reasonably requested by the Administrative Agent, in each case satisfactory to the Administrative Agent, in its sole discretion.
(b) Each Credit Party Grantor hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements or continuation statements or other relevant filings and amendments thereto recordings on such Grantor's behalf covering the Collateral. The Administrative Agent may file one or more financing or continuation statements or other relevant filings and other filing or recording documents or instruments with respect to recordings disclosing the Collateral and the Liens granted Administrative Agent's security interest under this Agreement and or the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case Loan Documents without the signature of such Credit Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders under this AgreementGrantor appearing thereon. Each Credit Party Grantor shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other relevant filings ad recordings concerning the Collateral. Each Credit Party Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or the other Loan Documents or of a financing or continuation statement is sufficient as a financing statementsuch filing or recording. If any Collateral is at any time in the possession or control of any warehouseman, bailee or such Credit Party’s Grantor's agents or processors, such Credit Party Grantor shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ Administrative Agent's security interests in favor of the Lendersinterest, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents andshall, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ Administrative Agent's account subject to the Senior Collateral Administrative Agent’s 's instructions. From time to time, each Credit Party Grantor shall, upon the Administrative Agent’s or any Collateral Agent’s 's request, execute and deliver written instruments pledging to the Collateral Agents Administrative Agent the Collateral described in any such instruments or otherwise, but the failure of such Credit Party Grantor to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest or other rights in and to the Collateral. Until all Obligations (other than contingent indemnification obligations not then due and payable which survive the repayment of the Loans and termination of the Commitments) have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ Administrative Agent's security interests interest in the Collateral, Collateral and all Proceeds and products thereof, thereof shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement.EXIDE TECHNOLOGIES
(c) Notwithstanding clauses (a) and (b) of this Section 10.2above, or any failure on the part of any Credit Party Grantor or any the Administrative Agent to take any of the actions set forth in such clauses, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or and the Final DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or Agreement, the Interim Order or the Final DIP Order, as applicable, by the Debtors.
Appears in 1 contract
Samples: Secured Super Priority Debtor in Possession Credit Agreement (Exide Corp)
Perfection of Security Interests. (a) Each Credit Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions requested by the Administrative Agent or any Collateral Agent at At any time and from time to time time, upon the reasonable request of the Administrative Agent and at the sole expense of the Credit Parties, each Credit Party shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to perfect, maintain, protect, and enforce obtain the Lenders’ full benefits of any security interest in the Collateral of granted or purported to be granted by such Credit PartyParty hereunder and of the rights and powers herein granted, including (i) executing upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and filing financing approvals necessary or continuation statementsappropriate for the assignment to or for the benefit of Administrative Agent of any License or Contract held by such Credit Party and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) obtaining or using commercially reasonable efforts to obtain, (A) waivers or subordinations of Liens from landlords at locations required by Section 5.8 of this Agreement and (B) signed acknowledgements of Administrative Agent's Liens from bailees at locations required by Section 5.8 of this Agreement having possession of any Credit Party's Goods that they hold for the benefit of Secured Parties, (v) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Credit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (vi) in accordance with and to the extent required by Annex C to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Credit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vii) for each Credit Party that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000, promptly, and amendments thereofin any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter-of-Credit Rights constitute a Supporting Obligation for which Administrative Agent's security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter-of-Credit Rights to enter into a tri-party agreement with Administrative Agent assigning such Letter-of-Credit Rights to Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to Administrative Agent, (viii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Collateral AgentsElectronic Signatures in Global and National Commerce Act, (iiix) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any commercial tort claim (as defined in the case Code) involving a claim of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, more than $1,000,000 acquired by it and other Deposit Accounts, taking any actions required if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreementsa Lien in such commercial tort claim, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (ivx) maintaining complete and accurate stock records, (vxi) using its best efforts except as otherwise provided in clause (vii) hereof, delivering to the Senior Collateral Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Agent’s request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (vi) placing notations on such Credit Party’s certificates of title or books of account to disclose the Collateral Agents’ security interest therein in favor of the Lenders, (vii) delivering to the Senior Collateral Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Administrative Agent's Lien in favor of the Lenders in on letters of credit on which such Credit Party is named as beneficiary and all acceptances issued in connection therewith, (viii) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Agent therewith and (ixxii) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ Administrative Agent's security interests in favor of the Lenders interest in the Collateral.
(b) Each Credit Party hereby irrevocably authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements or continuation statements and amendments thereto and other filing or recording documents or instruments with respect to that (a) indicate the Collateral and the Liens granted under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral (i) as “all assets” or “all property” or other terms of similar breadth, in each case without the signature assets of such Credit 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 Code in such form jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and in such offices as the Administrative Agent or (b) contain any Collateral Agent determines appropriate to perfect the security interests other information required by part 5 of Article 9 of the Collateral Agents in favor of Code for the Lenders under this Agreement. Each Credit Party shall pay the costs of, or incidental to, any recording sufficiency or filing office acceptance of any financing statements concerning statement or amendment, including (i) whether such Credit Party is an organization, the Collateraltype of organization and any organization identification number issued to such Credit Party, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Credit Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statementto furnish any such information to the Administrative Agent promptly upon request. If any Collateral is at any time in the possession or control of any warehouseman, bailee or such Credit Party’s agents or processors, such Each Credit Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ security interests in favor of the Lenders, which notification shall specify that such Person shall hold all such Collateral also ratifies its authorization for the benefit of the Collateral Agents and, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ account subject Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the Senior Collateral Agent’s instructions. From time to time, each Credit Party shall, upon the Administrative Agent’s or any Collateral Agent’s request, execute and deliver written instruments pledging to the Collateral Agents the Collateral described in any such instruments or otherwise, but the failure of such Credit Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ security interests in favor of the Lenders or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ security interests in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreementdate hereof.
(c) Notwithstanding clauses subsections (a) and (b) of this Section 10.2, or any failure on the part of any Credit Party or any the Administrative Agent to take any of the actions set forth in such clausessubsections, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or the Final DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or the Interim Order or the Final DIP Order, as applicable, by the Debtors.
Appears in 1 contract
Samples: Secured Debtor in Possession Credit Agreement (Delta Air Lines Inc /De/)
Perfection of Security Interests. (a) Each Credit Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions reasonably requested by the Administrative Agent, the Collateral Agent or any Collateral Agent the Majority Lenders at any time and from time to time to perfect, maintain, protect, and enforce the LendersSecured Parties’ security interest in rights and Liens on the Collateral of such Credit Party, and establish and maintain the priority of such Liens as contemplated by Sections 3.20 and 10.1, including (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral AgentsMajority Lenders, (ii) in the case of any Investment Property, Blocked Accounts, Control Accounts, Lockbox Accounts, Securities Accounts and other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent Majority Lenders to enable the Collateral Agents Agent to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent Majority Lenders to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock recordsshare registers, (v) using its best efforts in delivering to the Senior Collateral Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Agent’s Majority Lenders’ request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (vi) placing notations on such Credit Party’s certificates of title or books of account to disclose the Collateral Agents’ Agent’s security interest therein in favor of the Lenders, (vii) delivering to the Senior Collateral Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Agent’s Lien in favor of the Lenders in letters of credit on which such Credit Party is named as beneficiary and all acceptances issued in connection therewith, (viii) after the occurrence and during the continuation of an Event of Default, transferring Inventory constituting Collateral maintained in warehouses to other warehouses designated by the Senior Collateral Agent Majority Lenders and (ix) taking such other steps as are deemed the Majority Lenders may deem necessary or desirable to maintain the Collateral Agents’ Agent’s security interests in favor of the Lenders in the Collateral.
(b) Each Credit Party hereby authorizes the Administrative Agent and each the Collateral Agent at any time and from time to time to execute and file financing statements or continuation statements and amendments thereto and other filing or recording documents or instruments with respect to the Collateral and the Liens granted under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case without the signature of such Credit Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines Majority Lenders determine appropriate to perfect the security interests of the Collateral Agents Agent in favor of the Lenders under this Agreement. Each Credit Party shall pay the costs of, or incidental to, any recording or filing of any financing statements concerning the Collateral. Each Credit 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 is at any time in the possession or control of any warehouseman, bailee or such Credit Party’s agents or processors, such Credit Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ Agent’s security interests in favor of the Lenders, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents Agent and, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ Agent’s account subject to the Senior Collateral Agent’s instructions. From time to time, each Credit Party shall, upon the Majority Lenders’, the Administrative Agent’s or any the Collateral Agent’s request, execute and deliver written instruments pledging to the Collateral Agents Agent the Collateral described in any such instruments or otherwise, but the failure of such Credit Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ Agent’s security interests in favor of the Lenders or other rights in and to the Collateral. Until all Obligations have been fully satisfied and all the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ Agent’s security interests in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Intercreditor Agreement.
(c) Notwithstanding clauses (a) and (b) of this Section 10.2, or any failure on the part of any Credit Party or any Agent the Agents to take any of the actions set forth in such clauses, the Liens and security interests granted herein by the Debtors Debtor in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Commitment Order or and the Final DIP Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests in respect of the Obligations granted by or pursuant to this Agreement or the other Credit Documents or the Interim Commitment Order or the Final DIP Order, as applicable, by the DebtorsDebtor.
Appears in 1 contract
Samples: Secured Super Priority Debtor in Possession Credit Agreement (Sea Containers LTD /Ny/)
