Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper Clause Samples

Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. Such Grantor shall maintain the security interest created by this Security Agreement as a perfected security interest having at least the priority described in Section 4(b) hereof and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the UCC or any similar personal property security legislation in effect in any jurisdiction with respect to the Liens created hereby, (ii) the filing of any recordation of security interest documents with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other applicable office or agency of another country or political subdivision thereof and (iii) in the case of Investment Property, Deposit Accounts (other than Excluded Accounts) and any other relevant Collateral, taking any actions (including, without limitation, entering into, and using its best efforts to cause any relevant third party to enter into, one or more Account Control Agreements) necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable UCC) with respect thereto. Upon the request of the Administrative Agent during the continuance of an Event of Default, each Grantor shall enable the Administrative Agent to obtain control of each Letter-of-Credit Right of such Grantor by (A) assigning such Letter-of-Credit Right to the Administrative Agent, (B) causing the issuing bank of the related letter of credit to consent to such assignment and (C) causing the related letter of credit to be advised by the Administrative Agent. Each Grantor also hereby authorizes the Administrative Agent to file any such financing statements, financing change statements or amendments to financing statements or continuation statements without the signature of such Grantor to the extent permitted by applicable law. Any such financing statement may, at the option of the Administrative A...
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Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. Each Grantor shall maintain the security interest created by this Security Agreement as a perfected security interest having at least the priority described in Section 4(b) hereof and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Grantors, each Grantor will promptly and duly execute and deliver such further -176- 184 instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Liens created hereby. Each Grantor also hereby authorizes the Administrative Agent to file any such financing or continuation statement without the signature of such Grantor to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Security Agreement shall be sufficient as a financing statement for filing in any jurisdiction. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Security Agreement.
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Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. The Company shall maintain the security interest created by this Security Agreement as a perfected security interest having the first and highest priority over any and all other interests of all other Persons whatsoever (other than Permitted Liens), and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Lender, and at the sole expense of the Company, the Company will promptly and duly execute and deliver such further instruments and documents, give such notices, obtain such waivers and consents from landlords and other third parties, and take such further actions as the Lender may reasonably request, for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC or similar law in effect in any jurisdiction with respect to the Liens created hereby. A carbon, photographic or other reproduction of this Security Agreement shall be sufficient as a financing statement for filing in any jurisdiction. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall be immediately delivered to the Lender, duly endorsed in a manner satisfactory to the Lender, and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Lender to be held as Collateral pursuant to this Security Agreement.
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Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. The Grantor shall maintain the security interest created by this Security Agreement as a perfected security interest in each of the United States, the United Kingdom, France, Germany, Spain and Italy, in each case, having at least the priority described in Section 5(b) hereof and shall defend such security interest in such jurisdictions against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the reasonable written request of the Secured Party and at the sole expense of the Secured Party, the Grantor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (i) subject to Section 6.1(b) of the Revenue Interest Financing Agreement, the filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the Code or any similar personal property security legislation in effect in any jurisdiction with respect to the Liens created hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral included in the Collateral, taking any reasonable actions (including, without limitation, entering into, and using its commercially reasonable efforts to cause any relevant third party to enter into, one or more Account Control Agreements) necessary to enable the Secured Party to obtain “control” (within the meaning of the Code) with respect thereto. Additionally, with respect to any Uncertificated Security included in the Collateral not otherwise credited to a Securities Account or any other uncertificated equity interests, the Grantor shall (x) effect transfer thereof to the Secured Party by registration thereof on the books and records of the issuer in the name of the Secured Party or its nominee or (y) obtain the agreement of the issuer of such Uncertificated Securities or other uncertificated equity interests that it will comply with instructions originated by the Secured Party without further consent by the registered owner, through a written agreement in form and substance reasonably satisfactory to the Secured Party. Subject to Section 6.1(b) of the Revenue Interest Financing Agreement, the Grantor also hereby authorizes the Secured Party ...
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Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. The Grantor shall maintain the security interest created by this Security Agreement as a perfected security interest having at least the priority required by the BNPP Credit Agreement and the Crest Settlement Agreement and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Collateral Trustee in its reasonable discretion, the Grantor, at its sole expense, will promptly and duly execute and deliver to the Collateral Trustee, any and all such further instruments and documents and take such further action as the Collateral Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, using commercially reasonable efforts to obtain the substantial equivalent thereof under the Law of any jurisdiction outside of the United States where the Collateral may be located, together with the filing of any financing statements, financing change statements or amendments to financing statements, or continuation statements under the UCC or any similar personal property security legislation in effect in any jurisdiction with respect to the security interest and Lien granted hereby. The Grantor also hereby irrevocably authorizes the Collateral Trustee to file any such financing statement, financing change statement or amendment to financing statement, or continuation statement relating thereto indicating the Collateral using such other language which the Collateral Trustee reasonably deems necessary or appropriate, in each case without the signature or further authorization of the Grantor to the fullest extent permitted by applicable law, as amended or modified from time to time. The Grantor and the Collateral Trustee agree that a carbon, photographic or other reproduction of this Security Agreement shall be sufficient as a financing statement for filing in any jurisdiction. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Chattel Paper or Certificated Security, such Instrument, Chattel Paper or Certificated Security shall be immediately delivered to the Collateral Trustee, duly endorsed in a manner satisfactory to the Collateral Trustee, to be held as Collateral pursuant to this Security Agreement.
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Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. The Grantor shall maintain the security interest created by this Security Agreement as a perfected security interest in each of the United States, the United Kingdom, France, Germany, Spain and Italy, in each case, having at least the priority described in Section 5(b) hereof and shall defend such security interest in such jurisdictions against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the reasonable written request of the Secured Party and at the sole expense of the Secured Party, the Grantor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (i) subject to Section 6.1(b) of the Revenue Interest Financing Agreement, the filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the Code or any similar personal property security legislation in effect in any jurisdiction with respect to the Liens created hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral included in the Collateral, taking any reasonable actions (including, without limitation, entering into, and using its commercially reasonable efforts to cause any relevant third party to enter into, one or more Account Control Agreements) necessary to enable the Secured Party to obtain “control” (within the meaning of the Code) with respect thereto. Additionally, with respect to any Uncertificated Security included in the Collateral not otherwise credited to a Securities Account or any other uncertificated equity interests, the Grantor shall (x) effect transfer thereof to the Secured Party by registration thereof on the books and records of the issuer in the name of the Secured Party or its nominee or (y) obtain the agreement of the issuer of such Uncertificated Securities or other uncertificated equity interests that it will comply with instructions originated by the Secured Party without further consent by the registered owner, through a written agreement in form and substance reasonably satisfactory to the Secured Party. Subject to Section 6.1(b) of the Revenue Interest Financing Agreement, the Grantor also hereby authorizes the Secured Party ...
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Related to Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper

  • Maintenance of Perfected Security Interest; Further Documentation (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably request, in order (i) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (ii) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement, this Section 4.1 or Section 4.5 below.

  • Financing Statements and Other Filings; Maintenance of Perfected Security Interest Each Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule 7 annexed to the Perfection Certificate. Each Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection Certificate and shall be filed, registered and recorded immediately after the date thereof. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may deem reasonably necessary, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may deem reasonably necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office) wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Each Pledgor hereby authorizes the Collateral Agent to file any such financing or continuation statement or other document without the signature of such Pledgor where permitted by law, including, without limitation, the filing of a financing statement describing the Pledged Collateral as “all assets in which the Pledgor now owns or hereafter acquires rights.”

  • Documents, Instruments, and Chattel Paper The Borrower represents and warrants to the Agent and the Lenders that (a) all documents, instruments, and chattel paper describing, evidencing, or constituting Collateral, and all signatures and endorsements thereon, are and will be complete, valid, and genuine, and (b) all goods evidenced by such documents, instruments, and chattel paper are and will be owned by the Borrower, free and clear of all Liens other than Permitted Liens.

  • Delivery of Instruments and Chattel Paper If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreements.

  • No Financing Statements, Security Agreements No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except (a) for financing statements or security agreements naming the Collateral Agent on behalf of the Secured Parties as the secured party, and (b) as permitted by Section 4.1(e).