Additional Collateral Covenants. At any time and from time to time, subject to the terms of the Credit Agreement and the Servicing Agreement, the Borrower shall do any or all of the following, immediately upon creation of acquisition of any Collateral of the following types: (a) deliver, or cause to be delivered, to the Custodian (on behalf of the Collateral Trustee, for the benefit of the Secured Parties) all tangible Instruments, Securities, Chattel Paper and Documents constituting part of the Collateral; (b) give “control” (as defined in or required by the UCC, the Federal Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, or any other applicable statute, in each case, to the extent that such statute governs perfection of the applicable type of intangible property in the applicable jurisdiction) to the Custodian (on behalf of the Collateral Trustee, for the benefit of the Secured Parties) of the sole “authoritative” copy of all electronic Chattel Paper, electronic Instruments, and/or other transferable records constituting part of the Collateral; and (c) give “control” (as defined in and required by the UCC) to the Collateral Trustee of the Collection Account, the Reserve Account, any other Deposit Accounts and any Securities Accounts constituting part of the Collateral. The Borrower also shall provide all necessary endorsements or instruments of assignments with respect to any of the foregoing in connection with such delivery of possession or control. All Collections and cash proceeds of Collateral shall be held in trust for the benefit of Collateral Trustee and deposited into the Collection Account in the manner required pursuant to the Credit Agreement.
Additional Collateral Covenants. (i) Borrower will maintain and keep the Collateral in good condition, repair and working order, ordinary wear and tear excepted, and will not commit or permit any waste or unreasonable depreciation. Borrower will not alter, remove, or demolish any Collateral without the Lender's prior written consent, except as may be required by law or in the ordinary course of business or with respect to Collateral which is worn out, obsolete or of inconsequential value.
(ii) Borrower will comply in all material respects with all applicable laws and requirements of governmental authorities affecting the Collateral.
(iii) The Lender may enter Borrower's chief executive office (and any other place where any of the Collateral is or may be located) at all reasonable times and upon reasonable notice to attend to the Lender's interests and to inspect the Collateral.
(iv) Borrower will, at its own expense, procure and maintain policies of fire, extended coverage, providing coverage of the Collateral as is commercially reasonable for businesses such as that operated by Borrower.
(v) If Borrower fails to make any payment, perform any obligation, or do any act set forth in or secured by the Note, the Lender, at its option, without releasing Borrower from the duty to make such payments, perform such obligations, or do such acts, then or in the future, may make such payment, perform such obligation or do such act in such manner and to such extent as the Lender may deem necessary to protect its interest in the Collateral.
(vi) At least ten (10) days prior to the occurrence of any of the following events, Borrower shall deliver to Lender, at the address set forth in Section 14.3 hereof, notice of the following impending events: (i) a change in Borrower’s principal place of business or chief executive office; and (ii) a change in Borrower’s’ name, identity or corporate structure.
Additional Collateral Covenants. Except for Permitted Liens, be the owners of the Collateral free from any right or claim of any other Person or any Lien, and shall defend the same against all claims and demands of all Persons at any time claiming the same or any interests therein adverse to the Administrative Agent or any Lender. The Borrowers may grant such allowances, discounts or other adjustments to the Borrowers’ Account Debtors as the Borrowers may reasonably deem to accord with sound business practice pursuant to past practices.
Additional Collateral Covenants. Except for the security interest herein granted, be the owners of the Collateral free from any right or claim of any other person or any Lien, and shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to Agent or any Lender. Borrowers may grant such allowances or other adjustments to Borrowers’ Account Debtors as Borrowers may reasonably deem to accord with sound business practice, provided, however, the authority granted Borrowers pursuant to this Section 6.20 may be limited or terminated by Agent at any time in Agent’s Permitted Discretion.
Additional Collateral Covenants. 104 SECTION 9.04 Administrative Agent Covenant................................................................105 SECTION 9.05 Further Assurances....................................................................................105 ARTICLE X MISCELLANEOUS PROVISIONS ......................................................................105 SECTION 10.01 Amendments; Supplements; Modifications; Waivers.............................105 SECTION 10.02 Confidentiality; Publicity........................................................................106 SECTION 10.03 Binding on Successors and Assigns........................................................109 SECTION 10.04 Termination; Survival .............................................................................111 SECTION 10.05 Transaction Documents; Entire Agreement............................................111 SECTION 10.06 Payment of Costs and Expenses; Indemnification..................................111 SECTION 10.07 Notices. ...................................................................................................113 SECTION 10.08 Severability of Provisions .......................................................................114 SECTION 10.09 Tax Characterization ...............................................................................114 SECTION 10.10 Full Recourse to Borrower......................................................................114 SECTION 10.11
Additional Collateral Covenants. 95 6.16. Investment Proceeds, Etc........................................95 6.17. Immediate Notice to Agent.......................................95 6.18. Inactive Subsidiaries...........................................97
Additional Collateral Covenants. Except for Permitted Liens, be the owners of the Collateral free from any right or claim of any other person or any Lien, and shall defend the same against all claims and demands of all Persons at any time claiming the same or any interests therein adverse to Agent or any Lender. Borrowers may grant such allowances, discounts or other adjustments to Borrowers' Account Debtors as Borrowers may reasonably deem to accord with sound business practice pursuant to past practices.
Additional Collateral Covenants. Except for the security interest herein granted, be the owners of the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to Agent or any Lender.
Additional Collateral Covenants. (a) All property management agreements with respect to the First Lien Collateral will be subject to termination rights in connection with a foreclosure equal to the present value of the remaining fees for up to one (1) year; provided that, to the extent RMR continues to manage the First Lien Collateral, it shall be entitled to all fees and costs that would have been owed to it under such property management agreement, and RMR shall have the right to terminate any such property management agreement at no cost payable by RMR upon such foreclosure.
(b) Solely following the occurrence and during the continuation of an Event of Default, the execution of a Major Lease and associated capital commitments shall be subject to the approval of the Collateral Agent (not to be unreasonably conditioned, withheld or delayed).
(c) Solely following the occurrence and during the continuation of an Event of Default, the Company shall establish customary reserves for the purposes of tenant improvement and leasing commission costs associated with approved Major Leases and Major Lease spaces expiring within one (1) year in advance of expiration (the “Major Lease Reserves”) from any cash flows generated by the First Lien Collateral. The Major Lease Reserves shall be held in an account controlled by the Collateral Agent (it being understood that the Company may freely utilize such cash in good faith and not in contravention of this Indenture).
(d) Solely following the occurrence and during the continuation of an Event of Default, no later than fifteen (15) business days following the last date on which annual financial statements are required to be delivered pursuant to Section 10.10(a) following any Excess Cash Flow Period, the Company shall (i) calculate First Lien Collateral Excess Cash Flow for such Excess Cash Flow Period and (ii) if and to the extent the amount of such First Lien Collateral Excess Cash Flow exceeds $0, place such proceeds in an account controlled by the Collateral Agent (it being understood that the Company may freely utilize such cash in good faith and not in contravention of this Indenture).
Additional Collateral Covenants
