Common use of Collateral Covenant Clause in Contracts

Collateral Covenant. Each Obligor hereby covenants that, except for the Permitted Encumbrances, such Obligor is or will be at the time additional Collateral is acquired by it, the absolute owner of the Collateral with full right to pledge, sell, consign, transfer and create a security interest therein, free and clear of any and all claims or Liens in favor of others; that such Obligor will at its expense forever warrant and, at the Lenders' and/or the Agent's request, defend the same from any and all claims and demands of any other person other than the Permitted Encumbrances. Such Obligor will not grant, create or permit to exist, any Lien upon or security interest in the Collateral, or any proceeds thereof, in favor of any other Person other than the holders of the Permitted Encumbrances. No Obligor will (a) change the location of its chief executive office/chief place of business from that specified in Schedule 5.04 or remove its books and records from the location specified in Schedule 5.04, (b) move the Equipment from the Real Estate, or (c) change its name (including the adoption of any new trade name), identity or corporate structure, unless, in any of the circumstances described in the immediately preceding clauses (a) through (c), it shall have provided at least thirty (30) days prior written notice to the Agent of any such change in location of its chief executive office/chief place of business, change in name or change in location of Inventory or Equipment. Each Obligor will from time to time notify the Agent of each location at which any amount of the Collateral or such books and records are to be kept, including for temporary processing, storage or similar purposes. The Obligors shall not permit more than $1,000,000 in aggregate book value of Inventory, regardless of by whom owned, to be kept at a location (or locations) other than a location that is (A) listed under the name of the Obligor that owns such Inventory on Schedule 5.04 hereto, as amended by Agent from time to time to reflect the addition or deletion of locations at which Collateral is kept, stored or processed (as notified to Agent by the Obligors from time to time pursuant to this Section 5.04), and (B) not one of the Excluded Premises. Except as permitted by the preceding sentence, no Obligor shall remove any amount of Collateral or such books or record to a location not set forth on Schedule 5.04 or otherwise keep any amount of Collateral (other than Real Estate, to the extent described in Schedule 5.04A hereto) at a location not set forth on Schedule 5.04 unless, not less than thirty (30) days prior to the day such removal or other change occurs such Obligor shall give written notice to the Agent of such removal or other change and the new location of such Collateral or such books and records. No action requiring notice to the Agent under this paragraph shall be effected until such filings and other measures required under applicable Law to continue uninterrupted the first perfected security interest and Lien of the Agent in the Collateral affected thereby shall have been taken, and until the Agent shall have received such opinions of counsel with respect thereto as it shall have reasonably requested. Each Obligor also agrees to advise the Agent promptly, in sufficient detail, of any material adverse change relating to the type, quantity or quality of the Collateral or to the security interests granted to the Lenders or the Agent therein. Each Obligor as to itself, hereby authorizes the Agent to regard its printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of its authorized officers or agents.

Collateral Covenant. Each Obligor hereby covenants that, except for the Permitted Encumbrances, such Obligor is or will be at the time additional Collateral is acquired by it, the absolute owner of the Collateral with full right to pledge, sell, consign, transfer and create a security interest therein, free and clear of any and all claims or Liens in favor of others; that such Obligor will at its expense forever warrant and, at the Lenders' ’ and/or the Agent's ’s request, defend the same from any and all claims and demands of any other person other than the Permitted Encumbrances. Such Obligor will not grant, create or permit to exist, any Lien upon or security interest in the Collateral, or any proceeds thereof, in favor of any other Person other than the holders of the Permitted Encumbrances. No Obligor will (a) change the location of its chief principal executive office/chief place of business from that specified in Schedule 5.04 or remove its books and records from the location specified in Schedule 5.04, (b) move the Equipment from the Real Estate, or (c) change its name (including the adoption of any new trade name), identity identity, corporate structure or corporate structurejurisdiction of organization, unless, in any of the circumstances described in the immediately preceding clauses (a) through (c), it shall have provided at least thirty (30) days prior written notice to the Agent of any such change in location of its chief principal executive office/chief place of business, change in name name, identity, corporate structure or jurisdiction of organization or jurisdiction or organization or change in location of Inventory or Equipment. Each Obligor will from time to time notify the Agent of each location at which any amount of the Collateral or such books and records are to be kept, including for temporary processing, storage or similar purposes. The Obligors shall not permit more than $1,000,000 in aggregate book value of Inventory, regardless of by whom owned, to be kept at a location (or locations) other than a location that is (A) listed under the name of the Obligor that owns such Inventory on Schedule 5.04 hereto, as amended by Agent from time to time to reflect the addition or deletion of locations at which Collateral is kept, stored or processed (as notified to Agent by the Obligors from time to time pursuant to this Section 5.04), and (B) not one of the Excluded Premises. Except as permitted by the preceding sentence, no Obligor shall remove any amount of Collateral or such books or record to a location not set forth on Schedule 5.04 or otherwise keep any amount of Collateral (other than Real Estate, to the extent described in Schedule 5.04A hereto) at a location not set forth on Schedule 5.04 unless, not less than thirty (30) days prior to the day such removal or other change occurs such Obligor shall give written notice to the Agent of such removal or other change and the new location of such Collateral or such books and records. No action requiring notice to the Agent under this paragraph shall be effected until such filings and other measures required under applicable Law to continue uninterrupted the first perfected security interest and Lien of the Agent in the Collateral affected thereby shall have been taken, and until the Agent shall have received such opinions of counsel with respect thereto as it shall have reasonably requested. Each Obligor also agrees to advise the Agent promptly, in sufficient detail, of any material adverse change relating to the type, quantity or quality of the Collateral or to the security interests granted to the Lenders or the Agent therein. Each Obligor as to itself, hereby authorizes the Agent to regard its printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of its authorized officers or agents.

Collateral Covenant. Each Obligor hereby covenants that, except for the Permitted Encumbrances, such Obligor is or will be at the time additional Collateral is acquired by it, the absolute owner of the Collateral with full right to pledge, sell, consign, transfer and create a security interest therein, free and clear of any and all claims or Liens in favor of others; that such Obligor will at its expense forever warrant and, at the Lenders' and/or the Agent's request, defend the same from any and all claims and demands of any other person other than the Permitted Encumbrances. Such Obligor will not grant, create or permit to exist, any Lien upon or security interest in the Collateral, or any proceeds thereof, in favor of any other Person other than the holders of the Permitted Encumbrances. No Obligor will (a) change the location of its chief executive office/chief place of business from that specified in Schedule 5.04 or remove its books and records from the location specified in Schedule 5.04, (b) move permit any of the Inventory or Equipment from the Real Estate, owned by it to be kept at a location other than those listed on Schedule 5.04 hereto or (c) change its name (including the adoption of any new trade name), identity or corporate structure, unless, in any of the circumstances described in the immediately preceding clauses (a) through (c), structure unless it shall have provided at least thirty (30) days prior written notice to the Agent of any such change in location of its chief executive office/chief place of business, change in name or change in location of Inventory or Equipmentchange. Each Obligor will from time to time notify the Agent of each location at which any amount of the Collateral or such books and records are to be kept, kept including for temporary processing, storage or similar purposes. The Obligors shall not permit more than $1,000,000 in aggregate book value of Inventory, regardless of by whom owned, to be kept at a location (or locations) other than a location that is (A) listed under the name of the Obligor that owns such Inventory on Schedule 5.04 hereto, as amended by Agent from time to time to reflect the addition or deletion of locations at which Collateral is kept, stored or processed (as notified to Agent by the Obligors from time to time pursuant to this Section 5.04), and (B) not one of the Excluded Premises. Except as permitted by the preceding sentence, no No Obligor shall remove any amount of Collateral or such books or record to a location not set forth on Schedule 5.04 or otherwise keep any amount of Collateral (other than Real Estate, to the extent described in Schedule 5.04A hereto) at a location not set forth on Schedule 5.04 unless, not less than thirty (30) days prior to the day such removal or other change occurs such Obligor shall give written notice to the Agent of such removal or other change and the new location of such Collateral or such books and records. No action requiring notice to the Agent under this paragraph shall be effected until such filings and other measures required under applicable Law to continue uninterrupted the first perfected security interest and Lien of the Agent in the Collateral affected thereby shall have been taken, and until the Agent shall have received such opinions of counsel with respect thereto as it shall have reasonably requested. Each Obligor also agrees to advise the Agent promptly, in sufficient detail, of any material adverse change relating to the type, quantity or quality of the Collateral or to the security interests granted to the Lenders or the Agent therein. Each Obligor as to itself, hereby authorizes the Agent to regard its printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of its authorized officers or agents.

Collateral Covenant. Each Obligor hereby covenants that, except for the Permitted Encumbrances, such Obligor is or will be at the time additional Collateral is acquired by it, the absolute owner of the Collateral with full right to pledge, sell, consign, transfer and create a security interest therein, free and clear of any and all claims or Liens in favor of others; that such Obligor will at its expense forever warrant and, at the Lenders' and/or the Agent's request, defend the same from any and all claims and demands of any other person other than the Permitted Encumbrances. Such Obligor will not grant, create or permit to exist, any Lien upon or security interest in the Collateral, or any proceeds thereof, in favor of any other Person other than the holders of the Permitted Encumbrances. No Obligor will (a) change the location of its chief executive office/chief place of business from that specified in Schedule 5.04 or remove its books and records from the location specified in Schedule 5.04, (b) move permit any of the Inventory or Equipment from the Real Estate, owned by it to be kept at a location other than those listed on Schedule 5.04 hereto or (c) change its name (including the adoption of any new trade name), 49 identity or corporate structure, unless, in any of the circumstances described in the immediately preceding clauses (a) through (c), structure unless it shall have provided at least thirty (30) days prior written notice to the Agent of any such change in location of its chief executive office/chief place of business, change in name or change in location of Inventory or Equipmentchange. Each Obligor will from time to time notify the Agent of each location at which any amount of the Collateral or such books and records are to be kept, kept including for temporary processing, storage or similar purposes. The Obligors shall not permit more than $1,000,000 in aggregate book value of Inventory, regardless of by whom owned, to be kept at a location (or locations) other than a location that is (A) listed under the name of the Obligor that owns such Inventory on Schedule 5.04 hereto, as amended by Agent from time to time to reflect the addition or deletion of locations at which Collateral is kept, stored or processed (as notified to Agent by the Obligors from time to time pursuant to this Section 5.04), and (B) not one of the Excluded Premises. Except as permitted by the preceding sentence, no No Obligor shall remove any amount of Collateral or such books or record to a location not set forth on Schedule 5.04 or otherwise keep any amount of Collateral (other than Real Estate, to the extent described in Schedule 5.04A hereto) at a location not set forth on Schedule 5.04 unless, not less than thirty (30) days prior to the day such removal or other change occurs such Obligor shall give written notice to the Agent of such removal or other change and the new location of such Collateral or such books and records. No action requiring notice to the Agent under this paragraph shall be effected until such filings and other measures required under applicable Law to continue uninterrupted the first perfected security interest and Lien of the Agent in the Collateral affected thereby shall have been taken, and until the Agent shall have received such opinions of counsel with respect thereto as it shall have reasonably requested. Each Obligor also agrees to advise the Agent promptly, in sufficient detail, of any material adverse change relating to the type, quantity or quality of the Collateral or to the security interests granted to the Lenders or the Agent therein. Each Obligor as to itself, hereby authorizes the Agent to regard its printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of its authorized officers or agents.