Common use of PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN Clause in Contracts

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower irrevocably authorizes Lender at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that contain any information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower. Xxxxxxxx agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 5.02(a)), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and Xxxxxx’s security interest and Liens therein or to enforce Xxxxxx’s security interests and Liens in the Collateral, Borrower (a) shall execute and deliver to Lender, concurrently with the execution of this Agreement, and at any time or times hereafter, at the request of Lender, all instruments or other documents (and pay the cost of filing or recording the same in all public offices deemed necessary by Xxxxxx) and do such acts as Lender may reasonably request, in form and substance reasonably satisfactory to Lender, and (b) irrevocably authorizes Lender at any time, and from time to time, to file (and if necessary to execute) in any jurisdiction any financing statements and any amendment to any financing statement. Borrower further ratifies and affirms its authorization for any financing statements and/or amendments thereto filed by Lender in any jurisdiction on or prior to the date of this Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower irrevocably authorizes Lender Each Credit Party shall, at Lender’s reasonable request, at any time, time and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that contain any information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower. Xxxxxxxx agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 5.02(a)), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and Xxxxxx’s security interest and Liens therein or to enforce Xxxxxx’s security interests and Liens in the Collateral, Borrower (a) shall execute and deliver to LenderLender within ten (10) days of such request, concurrently with the execution of this Agreementsuch financing statements, documents and at any time or times hereafter, at the request of Lender, all other agreements and instruments or other documents (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by XxxxxxLender) and do such other acts and things as Lender may reasonably requestdeem necessary or desirable in order to establish and maintain a valid, attached and perfected security interest in form the Collateral in favor of Lender (free and substance reasonably satisfactory clear of all other liens, claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Encumbrances) to Lendersecure payment of the Obligations, and in order to facilitate the collection of the Collateral. Each Credit Party irrevocably hereby makes, constitutes and appoints Lender (band all Persons designated by Lender for that purpose) irrevocably as such Credit Party’s true and lawful attorney and agent-in-fact to execute such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral. Each Credit Party further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Lender at any time, to prepare and file such financing statements or amendments thereof (including financing statements and amendments thereof describing the Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time, time deem necessary or appropriate in order to file (perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if necessary to execute) at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statements and any amendment to any financing statement. Borrower further ratifies and affirms its authorization for any financing statements and/or amendments thereto filed statement in the appropriate jurisdiction but that are not covered by Lender the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any jurisdiction on commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or prior property to become part of the date Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this AgreementSection 2.7.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower irrevocably authorizes Lender at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral as all assets of Borrower (other than Excluded Property) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, and (b) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Xxxxxxxx Borrower agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 5.02(a)Permitted Liens), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and XxxxxxLender’s security interest and Liens therein or to enforce XxxxxxLender’s security interests and Liens in the Collateral, Borrower (ax) shall execute and deliver to Lender, concurrently with the execution of this Agreement, and at any time or times hereafter, at the request of Lender, all instruments or other documents (and pay the cost of filing or recording the same in all public offices deemed necessary by XxxxxxLender) and do such acts as Lender may reasonably request, in form and substance reasonably satisfactory to Lender, and (by) irrevocably authorizes Lender at any time, and from time to time, to file (and if necessary to execute) in any jurisdiction any financing statements and any amendment to any financing statement. Borrower further ratifies and affirms its authorization for any financing statements and/or amendments thereto filed by Lender in any jurisdiction on or prior to the date of this Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower irrevocably authorizes Any financing statement filed by Lender at may be filed in any timefiling office in any UCC jurisdiction deemed necessary or desirable by Lender and may (i) indicate such Loan Party’s Collateral (1) as all assets of the Loan Party or words of similar effect, or (2) by any other description which reasonably approximates the description contained in this Agreement, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (ii) contain any other information required by Section part 5 of Article 9 of the UCC of the any applicable jurisdiction wherein such financing statement or amendment is filed regarding for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether Borrower such Loan Party is an organization, the type of organization and any organization identification number issued to Borrower. Xxxxxxxx agrees to furnish any such information to Lender promptly upon its request. Without limiting Loan Party, and (B) in the generality case of the foregoing, to perfect and keep, a financing statement filed as a first priority perfected security interest (subject only fixture filing or indicating such Loan Party’s Collateral as as-extracted collateral or timber to Liens permitted pursuant be cut, a sufficient description of real property to Section 5.02(a)), the security interest and Liens in which the Collateral granted by Borrower relates. Loan Parties shall, at Lender’s request, at any time and from time to Lender to secure the payment and performance of all of the Obligationstime, and to otherwise protect and preserve the Collateral and Xxxxxx’s security interest and Liens therein or to enforce Xxxxxx’s security interests and Liens in the Collateralauthenticate, Borrower (a) shall execute and deliver to LenderLender such financing statements, concurrently with the execution of this Agreement, documents and at any time or times hereafter, at the request of Lender, all other agreements and instruments or other documents (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by XxxxxxLender) and do such other acts and things or cause third parties to do such other acts and things as Lender may reasonably requestdeem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in form the Collateral in favor of Lender (free and substance reasonably satisfactory clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to Lendersecure payment of the Obligations, and (b) in order to facilitate the collection of the Collateral. Each Loan Party irrevocably authorizes hereby makes, constitutes and appoints Lender at any time, and from time to time, to file (and if all Persons designated by Lender for that purpose) as such Loan Party’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to execute) preserve and perfect Lender’s security interest in any jurisdiction any financing statements and any amendment to any financing statementthe Collateral. Borrower Each Loan Party further ratifies and affirms its authorization for confirms the prior filing by Lender of any and all financing statements and/or amendments thereto filed by which identify such Loan Party as debtor, Lender in as secured party and any jurisdiction on or prior to the date of this Agreementall Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower Each Obligor hereby irrevocably authorizes Lender Bank at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Obligor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equal or lesser scope or within greater detail, and (b) contain any other information required by Section 5 of Article 9 of the UCC Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower such Obligor is an organization, the type of organization and any organization identification number issued to Borrowersuch Obligor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real Property to which the Collateral relates. Xxxxxxxx Each Obligor agrees to furnish any such information to Lender Bank promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 5.02(a))interest, the security interest and Liens in the Collateral granted by Borrower each Obligor to Lender Bank to secure the payment and performance of all of the ObligationsLiabilities, and to otherwise protect and preserve the Collateral and XxxxxxBank’s security interest and Liens therein or to enforce XxxxxxBank’s security interests and Liens in the Collateral, Borrower each Obligor (ax) shall execute and deliver to LenderBank, concurrently with the execution of this Agreement, and at any time or times hereafter, at the request of LenderBank, all instruments or other documents (and pay the cost of filing or recording the same in all public offices deemed necessary by XxxxxxBank) and do such acts as Lender Bank may reasonably request, in a form and substance reasonably satisfactory to LenderBank, and (by) irrevocably authorizes Lender Bank at any time, and from time to time, to file (and if necessary to execute) in any jurisdiction any financing statements and any amendment to any financing statement. Borrower Each Obligor further ratifies and affirms its authorization for any financing statements and/or amendments thereto filed by Lender Bank in any jurisdiction on or prior to the date of this Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower irrevocably authorizes Lender at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that contain any information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower. Xxxxxxxx agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 5.02(a)), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and Xxxxxx’s security interest and Liens therein or to enforce Xxxxxx’s security interests and Liens in the Collateral, Borrower (a) shall execute and deliver to LenderAgent, concurrently with the execution of this Agreement, and at any time or times hereafter, hereafter at the request of LenderAgent, all financing statements, instruments or other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary by XxxxxxAgent), as Agent may request, in a form reasonably satisfactory to Agent, to perfect and keep, as a first priority perfected security interest, the security interest and Liens in the Collateral granted by Borrower to Agent for the benefit of Agent, Lenders and the Issuing Bank to secure the payment and performance of all of the Liabilities, or to otherwise protect and preserve the Collateral and Agent's security interest and Liens therein or to enforce Agent's security interests and Liens in the Collateral, Borrower (i) shall deliver to Agent, at any time and from time to time, at the request of Agent, all financing statements, amendments to financing statements, instruments or other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary by Agent) and do such acts as Lender Agent may reasonably request, in a form and substance reasonably satisfactory to LenderAgent, and (bii) irrevocably authorizes Lender Agent at any time, and from time to time, to file (and if necessary to execute) in any jurisdiction any financing statements and any amendment to any financing statement. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Borrower hereby irrevocably authorizes Agent at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equal or lesser scope or within greater detail, and (b) contain any other information required by Section 5 of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Borrower agrees to furnish any such information to Agent promptly upon request. Borrower further ratifies and affirms its authorization for any financing statements and/or amendments thereto thereto, executed and filed by Lender Agent in any jurisdiction on or prior to the date of this Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. The Borrower irrevocably authorizes Lender at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that contain any information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower. Xxxxxxxx agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 5.02(a)), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and Xxxxxx’s security interest and Liens therein or to enforce Xxxxxx’s security interests and Liens in the Collateral, Borrower (a) shall execute and deliver to Lenderthe Agent, concurrently with the execution of this Agreement, and at any time or times hereafter, hereafter at the request of Lenderthe Agent, all instruments financing statements or other documents (and pay the cost of filing or recording the same in all public offices deemed necessary by Xxxxxxthe Agent) and do such acts as Lender the Agent may reasonably request, in a form and substance reasonably satisfactory to Lender, and (b) irrevocably authorizes Lender at any time, and from time to timethe Agent, to file (perfect and if necessary keep perfected the security interests in the Collateral granted by the Borrower to execute) the Agent, for the benefit of the Lenders, herein and in the other Financing Agreements or to otherwise protect and preserve the Collateral and the Agent's security interests therein. Should the Borrower fail to do so, the Agent is authorized to sign any jurisdiction any such financing statements and any amendment to any as the Borrower's agent. The Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Borrower further ratifies and affirms its authorization for At any financing statements and/or amendments thereto filed by Lender in any jurisdiction time or times on or prior after the occurrence of any Default (whether or not any such Default is cured or waived), at the request of the Agent the Borrower shall deliver to the date Agent certificates of this Agreementtitle for Rolling Stock as the Agent, in its sole discretion, may request, together with documentation necessary for the Agent to have its security interest and lien recorded or otherwise noted thereon as may be required by any applicable statute governing perfection of security interests and liens in such Collateral (it being agreed that the Agent in its sole discretion may elect not to require delivery of such certificates of title at any time on or after the occurrence of any such Default without impairing the Agent's right to require such delivery at any subsequent time as provided herein, whether or not any such Default is cured or waived). At any time or times hereafter at the request of the Agent, the Borrower shall execute and deliver to the Agent such instruments and documents as the Agent, in its sole discretion, requests in order to protect and preserve the Collateral and perfect and enforce the Agent's security interests therein, for the benefit of the Lenders. The Borrower shall pay all costs of filing or recording such instruments and documents in all public offices deemed necessary by the Agent.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower irrevocably authorizes Lender shall, at Lender's request, at any time, time and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that contain any information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendmentauthenticate, including whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower. Xxxxxxxx agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 5.02(a)), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and Xxxxxx’s security interest and Liens therein or to enforce Xxxxxx’s security interests and Liens in the Collateral, Borrower (a) shall execute and deliver to LenderLender such financing statements, concurrently with the execution of this Agreement, documents and at any time or times hereafter, at the request of Lender, all other agreements and instruments or other documents (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by XxxxxxLender) and do such other acts and things or cause third parties to do such other acts and things as Lender may reasonably requestdeem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Without limiting the generality of the foregoing, Borrower will, promptly and from time to time at the request of Lender: (i) obtain from any bailee holding any item of Collateral an acknowledgement, in form satisfactory to Lender that such bailee holds such collateral for the benefit of the Secured Party; (ii) obtain from any securities intermediary, depository bank, or other party holding any item of Collateral, control agreements in form satisfactory to the Secured Party (iii) and deliver and pledge to Lender, all Instruments and Documents, duly indorsed or accompanied by duly executed instruments of transfer or assignment, with full recourse to Borrower, all in form and substance reasonably satisfactory to Lender; and (iv) obtain waivers, in form satisfactory to Lender, of any claim to any Collateral from any landlords or mortgagees or bailees of any property where any Inventory or Equipment is located. Borrower irrevocably hereby makes, constitutes and appoints Lender (band all Persons designated by Lender for that purpose) irrevocably as Borrower's true and lawful attorney and agent-in-fact, and hereby authorizes Lender at any timeto, prepare (and, if necessary, execute) and from time to timefile such financing statements, to file (documents and if other agreements and instruments and do such other acts and things as may be necessary to execute) preserve and perfect Lender's security interest in any jurisdiction any the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statements and any amendment to any statement shall be sufficient as a financing statement. Borrower further ratifies and affirms its authorization for confirms the prior filing by Lender of any and all financing statements and/or amendments thereto filed by which identify the Borrower as debtor, Lender in as secured party and any jurisdiction on or prior to the date of this Agreementall Collateral as collateral.