Common use of UCC Matters, Further Assurances Clause in Contracts

UCC Matters, Further Assurances. Each Grantor, shall, at all times on and after the date hereof, and at its expense, cause New York UCC financing statements and continuation statements to be filed in all applicable jurisdictions as required to continue the perfection of the security interests created by this Agreement. Each Grantor shall, from time to time, at its expense and in such manner and form as the Noteholder may reasonably require, execute, deliver, file and record any other statement, continuation statement, specific assignment or other instrument or document and take any other action that may be necessary, or that the Noteholder may reasonably request, to create, evidence, preserve, perfect or validate the security interests created hereunder or to enable the Noteholder to exercise and enforce its rights hereunder with respect to any of the Collateral. Each Grantor agrees that, if the grant of a security interest in any Property to the Noteholder requires a consent to such grant from any other Person (other than such Grantor or any of its Affiliates), such Grantor shall use its best efforts to procure such consent, taking into consideration the likelihood that such consent will be given. Further, each Grantor agrees that if any Excluded Collateral should, at any time following the Effective Date, become Collateral on which the Noteholder is, in accordance with the terms of the Secured Note Documents, permitted to take a Lien, such Grantor shall so notify the Noteholder and cooperate with and shall take all steps as may be reasonably required by the Noteholder to enable and continue the perfection of the Noteholder’s security interests therein. Without limiting the generality of the foregoing, such Grantors shall, upon the request of the Noteholder, execute and file such New York UCC financing or continuation statements, or amendments thereto or assignments thereof, Mortgages and such other instruments or notices, as **Pursuant to the previously delivered FOIA letter, ATIA letter and FOIPPA letter, please note that General Motors Corporation is requesting that this document, any cover e-mail note and the previously delivered FOIA letter, ATIA letter and FOIPPA letter receive confidential treatment pursuant to the Freedom of Information Act, the Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively. may be necessary or appropriate or as the Noteholder may reasonably request with respect to the Collateral. Each Grantor hereby authorizes the Noteholder to file one or more New York UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Collateral now existing or hereafter arising without the signature of such Grantor where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement.

UCC Matters, Further Assurances. Each Grantor, shall, at all times on and after the date hereof, and at its expense, cause New York UCC financing statements and continuation statements to be filed in all applicable jurisdictions as required to continue the perfection of the security interests created by this Agreement. Each Grantor shall, from time to time, at its expense and in such manner and form as the Noteholder Lender may reasonably require, execute, deliver, file and record any other statement, continuation statement, specific assignment or other instrument or document and take any other action that may be necessary, or that the Noteholder Lenders may reasonably request, to create, evidence, preserve, perfect or validate the security interests created hereunder or to enable the Noteholder Lenders to exercise and enforce its rights hereunder with respect to any of the Collateral. Each Grantor agrees that, if the grant of a security interest in any Property to the Noteholder requires Lenders require a consent to such grant from any other Person (other than such Grantor or any of its Affiliates), such Grantor shall use its best efforts to procure such consent, taking into consideration the likelihood that such consent will be given. Further, each Grantor agrees that if any Excluded Collateral should, at any time following the Effective Date, become Collateral on which the Noteholder isLenders are, in accordance with the terms of the Secured Note Loan Documents, permitted to take a Lien, such Grantor shall so notify the Noteholder Lenders and cooperate with and shall take all steps as may be reasonably required by the Noteholder Lenders to enable and continue the perfection of the Noteholder’s Lenders’ security interests therein. Without limiting the generality of the foregoing, such Grantors shall, upon the request of the NoteholderLender, execute and file such New York UCC financing or continuation statements, or amendments thereto or assignments thereof, Mortgages and such other instruments or notices, as **Pursuant to the previously delivered FOIA letter, ATIA letter and FOIPPA letter, please note that General Motors Corporation is requesting that this document, any cover e-mail note and the previously delivered FOIA letter, ATIA letter and FOIPPA letter receive confidential treatment pursuant to the Freedom of Information Act, the Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively. may be necessary or appropriate or as the Noteholder Lender may reasonably request with respect to the Collateral. Each Grantor hereby authorizes the Noteholder Lenders to file one or more New York UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Collateral now existing or hereafter arising without the signature of such Grantor where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement.

UCC Matters, Further Assurances. Each GrantorGuarantor, shall, at all times on and after the date hereof, and at its expense, cause New York UCC Uniform Commercial Code financing statements and continuation statements to be filed in all applicable jurisdictions as required to continue the perfection of the security interests created by this AgreementGuaranty. Each Grantor Guarantor shall, from time to time, at its expense and in such manner and form as the Noteholder Lender may reasonably require, execute, deliver, file and record any other statement, continuation statement, specific assignment or other instrument or document and take any other action that may be necessary, or that the Noteholder Lender, may reasonably request, to create, evidence, preserve, perfect or validate the security interests created hereunder or to enable the Noteholder Lender to exercise and enforce its rights hereunder with respect to any of the Guaranty Collateral. Each Grantor Guarantor agrees that, if the grant of a security interest in any Property to the Noteholder Lender requires a consent to such grant from any other Person (other than such Grantor Guarantor or any of its Affiliates), such Grantor Guarantor shall use its best efforts to procure such consent, taking into consideration the likelihood that such consent will be given. Further, each Grantor Guarantor agrees that if any Excluded Collateral should, at any time following the Effective Date, become Guaranty Collateral on which the Noteholder is, in accordance with the terms of the Secured Note Documents, Lender is permitted to take a Lien, such Grantor Guarantor shall so notify the Noteholder Lender and cooperate with and shall take all steps as may be reasonably required by the Noteholder Lender to enable and continue the perfection of the NoteholderLender’s security interests therein. Without limiting the generality of the foregoing, such Grantors Guarantor shall, upon the request of the NoteholderLender, execute and file such New York UCC Uniform Commercial Code financing or continuation statements, or amendments thereto or assignments thereof, Mortgages and such other instruments or notices, as **Pursuant to the previously delivered FOIA letter, ATIA letter and FOIPPA letter, please note that General Motors Corporation is requesting that this document, any cover e-mail note and the previously delivered FOIA letter, ATIA letter and FOIPPA letter receive confidential treatment pursuant to the Freedom of Information Act, the Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively. may be necessary or appropriate or as the Noteholder Lender may reasonably request with respect to the Guaranty Collateral. Each Grantor Guarantor hereby authorizes the Noteholder Lender to file one or more New York UCC Uniform Commercial Code financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Guaranty Collateral now existing or hereafter arising without the signature of such Grantor Guarantor where permitted by law. A carbon, photographic or other reproduction of this Agreement Guaranty or any financing statement covering the Guaranty Collateral or any part thereof shall be sufficient as a financing statement.

UCC Matters, Further Assurances. Each GrantorThe Borrower, shall, at all times on and after the date hereof, and at its expense, cause New York UCC Uniform Commercial Code financing statements and continuation statements to be filed in all applicable jurisdictions as required to continue the perfection of the security interests created by this Loan Agreement. Each Grantor The Borrower shall, from time to time, at its expense and in such manner and form as the Noteholder Lender may reasonably require, execute, deliver, file and record any other statement, continuation statement, specific assignment or other instrument or document and take any other action that may be necessary, or that the Noteholder Lender, may reasonably request, to create, evidence, preserve, perfect or validate the security interests created hereunder or to enable the Noteholder Lender to exercise and enforce its rights hereunder with respect to any of the Facility Collateral. Each Grantor To the extent contemplated in the Post-Closing Letter Agreement, the Borrower agrees that, if the grant of a security interest in any Property to the Noteholder Lender requires a consent to such grant from any other Person (other than such Grantor the Borrower or any of its Affiliates), such Grantor the Borrower shall use its best efforts to procure such consent, taking into consideration the likelihood that such consent will be given. Further, each Grantor the Borrower agrees that if any Excluded Collateral should, at any time following the Effective Date, become Collateral on which the Noteholder is, in accordance with the terms of the Secured Note Documents, Lender is permitted to take a Lien, such Grantor the Borrower shall so notify the Noteholder Lender and cooperate with and shall take all steps as may be reasonably required by the Noteholder Lender to enable and continue the perfection of the NoteholderLender’s security interests thereintherein and shall comply with the provisions of Section 7.16 hereof in connection therewith, to the extent applicable. Without limiting the generality of the foregoing, such Grantors the Borrower shall, : upon the request of the NoteholderLender, execute and file such New York UCC Uniform Commercial Code financing or continuation statements, or amendments thereto or assignments thereof, Mortgages Mortgages, and such other instruments or notices, as **Pursuant to the previously delivered FOIA letter, ATIA letter and FOIPPA letter, please note that General Motors Corporation is requesting that this document, any cover e-mail note and the previously delivered FOIA letter, ATIA letter and FOIPPA letter receive confidential treatment pursuant to the Freedom of Information Act, the Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively. may be necessary or appropriate or as the Noteholder Lender may reasonably request with respect to the Collateralrequest. Each Grantor The Borrower hereby authorizes the Noteholder Lender to file one or more New York UCC Uniform Commercial Code financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Collateral now existing or hereafter arising without the signature of such Grantor the Borrower where permitted by law. A carbon, photographic or other reproduction of this Loan Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement.