Certain Collateral. As security for all Obligations, Borrower hereby grants Bank a continuing lien on and security interest in all deposit accounts (whether now existing or hereafter established) of Borrower with Bank or any affiliate thereof and all other property of Borrower that is now or hereafter owed by or in the possession or control of any branch or affiliate of Bank. At any time after an Event of Default, Bank may set off and apply any such deposit accounts against any and all obligations of Borrower under the Credit Documents, provided Bank shall have made demand on Borrower under a Credit Document. Bank shall endeavor to promptly notify Borrower after any such setoff has been made but shall not be liable to Borrower for failing to do so.
Certain Collateral. (a) Promptly, upon the request of the Administrative Agent or the Collateral Agent from time to time, provide, and cause each of its Subsidiaries to provide, to the Administrative Agent or the Collateral Agent written statements listing items of Inventory and Accounts in reasonable detail as reasonably requested by the Administrative Agent or Collateral Agent;
(b) conduct or cause to be conducted (in a manner consistent with the requirements for the physical measurement of the Inventory in connection with the Borrowers’ annual audit conducted by the Auditors) a physical measurement of the Inventory and, if requested by the Administrative Agent or Collateral Agent, a copy of such measurement shall be promptly supplied to the Administrative Agent or Collateral Agent accompanied by a report of the value (valued at average cost) of such Inventory;
(c) upon the occurrence and during the continuance of an Event of Default, conduct such a physical measurement of the Inventory at such other times and as of such other dates as the Administrative Agent or Collateral Agent shall reasonably request; and
(d) if any Inventory of a Borrower is at any time hereafter stored or located at any warehouse not owned or leased by such Borrower, promptly, upon the Administrative Agent's request, deliver to such warehouseman notification of the Administrative Agent’s Lien on such Inventory and shall take such other steps as the Administrative Agent reasonably requires to perfect its Lien thereon. In addition to, and not in limitation of, the foregoing, at any time and from time to time the Administrative Agent or Collateral Agent may conduct (or engage third parties to conduct) such field examinations, appraisals, verifications and evaluations of the Collateral as the Administrative Agent or Collateral Agent shall deem necessary or appropriate in the exercise of its sole discretion and shall provide copies of such examinations, appraisals, verifications and evaluations to the Lenders; provided, that, so long as an Event of Default shall not have occurred and be continuing or so long as Availability has not fallen below $40.0 million for more than three (3) consecutive Business Days, the Administrative Agent and Collateral Agent shall not conduct (or engage third parties to conduct) field examinations, appraisals, verifications and evaluations of the Collateral more than once in any Fiscal Year.
Certain Collateral. None of the Collateral constitutes, or is the Proceeds of, farm products and none of the Collateral has been purchased for, or will be used by any Debtor primarily for personal, family or household purposes. Except as set forth on Schedule 3.4 or otherwise notified to the Administrative Agent pursuant to Sections 4.09, 4.10 or 4.11, respectively:
(a) none of the account debtors or other persons obligated on any of the Collateral of such Debtor is a Governmental Authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule in respect of such Collateral of the type described in Section 4.11(a);
(b) such Debtor holds no commercial tort claims;
(c) such Debtor holds no interest in, title to or power to transfer, any Patents, Trademarks or Copyrights;
(d) such Debtor holds no interest in, title to or power to transfer any Intellectual Property that is registered or for which an application has been filed in the United States Patent and Trademark Office or the United States Copyright Office;
(e) such Debtor owns no vessels or aircraft.
Certain Collateral. (a) None of the Collateral constitutes, or is the Proceeds of, farm products, and none of the Collateral has been purchased for, or will be used by any Debtor primarily for, personal, family or household purposes.
(b) Except as set forth on Schedule 3.4 or otherwise notified to the Secured Party pursuant to Section 4.8:
(i) none of the Account Debtors or other persons obligated on any of the Collateral of such Debtor is a Governmental Authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule in respect of such Collateral of the type described in Section 4.8(a); and
(ii) such Debtor holds no Commercial Tort Claims.
Certain Collateral. Prompt (but in any event within five (5) Business Days) notice of any promissory note, tangible chattel paper, letter of credit or commercial tort claim held or acquired by Borrower or any Guarantor in or relating to an amount greater than $100,000.
Certain Collateral. The Administrative Agent may, if and for so long as in the reasonable judgment of the Administrative Agent (confirmed in writing to the applicable Grantor) the cost of perfecting the Administrative Agent’s Lien in any item of Collateral shall be excessive in view of the benefits to be obtained by the Secured Parties from such perfection, excuse a Grantor from the requirement that the Administrative Agent’s Lien in such item of Collateral be perfected (including by way of filings in non-U.S. jurisdictions in the case of foreign intellectual property) until such time as the Administrative Agent shall confirm in writing to the applicable Grantor that, in the Administrative Agent’s reasonable judgment, such situation no longer exists. Notwithstanding anything to the contrary contained herein, (i) no Grantor shall be required to take any action with respect to the perfection of security interests in (A) any asset specifically requiring perfection through a control agreement or other control arrangements other than (x) in respect of Pledged Collateral to the extent required by Section 3.13 and (y) in respect of Deposit Accounts and Securities Accounts to the extent required by Sections 4.13, 7.1 and 7.2 and (B) any Equity Interests in any Immaterial Subsidiary (unless perfection of a security interest in such Equity Interests may be achieved by the filing of financing statements under the UCC) and (ii) no actions shall be required in order to create or perfect any security interest in any assets located outside of the United States (including its territories and possessions) and no foreign law security or pledge agreements, foreign law mortgages or deeds or foreign intellectual property filings or searches shall be required. Subject to clause (ii) of foregoing sentence of this Section 8.7, nothing contained herein shall be construed to (x) limit the creation or attachment of the Administrative Agent’s Lien in any item of Collateral or (y) excuse any perfection by filing of a financing statement.
Certain Collateral. As of the date hereof, none of the Collateral constitutes, or is the Proceeds of, farm products and none of the Collateral has been purchased for, or will be used by any Debtor primarily for personal, family or household purposes. As of the date hereof, except as set forth on Schedule 3.4 or otherwise notified to the Administrative Agent pursuant to Sections 4.7 or 4.8, respectively:
(a) such Debtor holds no commercial tort claims with a value in excess of $5,000,000; and
(b) such Debtor owns no vessels, rolling stock or aircraft.
Certain Collateral. Each of the Lenders represents to the Agent and each of the other Lenders that it in good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement.
Certain Collateral. Notwithstanding anything in this Agreement or any other Senior Priority Debt Documents or Second Priority Debt Documents or Senior Subordinated Priority Debt Documents to the contrary, collateral consisting of cash and deposit account balances pledged to secure Senior Secured Credit Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Senior Secured Administrative Agent pursuant to the Senior Secured Credit Agreement (together “Cash Collateral”) shall be applied as specified in the Senior Secured Credit Agreement and will not constitute Common Senior Priority/Second Priority Collateral or Common Collateral. Nothing in this Agreement shall prevent any issuer of a Letter of Credit taking any Enforcement Action in respect of any Cash Collateral which has been provided for it in accordance with the Senior Secured Credit Agreement.
Certain Collateral. Each of the Banks represents to the Agent and each of the other Banks that it in good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement.
