Concerning the Collateral. The Company represents, warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Loan and made as of the time of each and every Revolving Loan hereunder) and covenants as follows:
(a) all of the Collateral (i) is owned by it free and clear of all Liens (including any claims of infringement) except those in Laurus' favor and Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a Lien or requiring notice of or consent to the granting of a Lien;
(b) it shall not encumber, mortgage, pledge, assign or grant any Lien in any Collateral or any other assets to anyone other than Laurus and except for Permitted Liens;
(c) Schedule 7.1(c) lists all banks and other financial institutions at which it maintains deposits and/or other accounts, and such Schedule correctly identifies the name, address and telephone number of each such depository, the name in which the account is held, a description of the purpose of the account, and the complete account number. It shall not establish any depository or other bank account with any financial institution (other than the accounts set forth on Schedule 7.1(c)) without Laurus' prior written consent;
(d) the Liens granted pursuant to this Agreement, upon completion of the filings and other actions listed on Schedule 7.1(d) (which, in the case of all filings and other documents referred to in said Schedule, have been delivered to Laurus in duly executed form) constitute valid perfected security interests in all of the Collateral in favour of Laurus as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all of its creditors and purchasers and such security interest is prior to all other Liens in existence on the date hereof;
(e) no effective security agreement, mortgage, deed of trust, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Liens;
(f) it shall not dispose of any of the Collateral whether by sale, lease or otherwise except for the sale of Inventory in the ordinary course of business and for the disposition or transfer in the ordinary course of business during any fiscal year of obsolete and worn-out Equipment having an aggregate fair market value of not more ...
Concerning the Collateral. Upon execution and delivery of the Security Agreement by the Company and the Collateral Agent and completion of the filings referred to in Schedule I to the Pledge and Security Agreement and Exhibit C to the Patent and Trademark Security Agreement, the Collateral Agent will have a first priority perfected security interest in the Collateral for the ratable benefit of the holders of the Note and the Other Notes.
Concerning the Collateral. Debtor (a) shall fully perform all of its duties under and in connection with each transaction to which any Collateral relates, (b) shall promptly notify Secured Party about any change in any fact or circumstances represented or warranted by Debtor about any Collateral, (c) shall promptly notify Secured Party of any claim, action, or proceeding affecting title to any Collateral or the Security Interest and, at Secured Party's request and Debtor's expense, appear in and defend that action or proceeding, (d) shall hold in trust for Secured Party all Collateral not delivered to Secured Party (without excusing any failure to deliver Collateral Documents to Secured Party as required by this agreement) and xxxx that Collateral on Debtor's records that it is subject to the Security Interest (but the failure to do so does not impair the Security Interest or its priority), (e) other than collections under SECTION 4.3 below, Debtor shall pay and deliver to Secured Party all items and types of property into which any Collateral may be converted (all of which is subject to the Security Interest) and properly endorse, assign, or take such other action as Secured Party may request in order to maintain and continue the Security Interest in that property, (f) may not compromise, extend, release, or adjust payments on any Mortgage Collateral, accept a conveyance of mortgaged property in full or partial satisfaction of any Mortgage Loan, or release any mortgage, deed of trust, or trust deed securing or underlying any Mortgage Collateral, and (g) may not agree to the amendment, termination, or substitution of any Take-Out Commitment covered by the Security Interest if that amendment, termination, or substitution would be a Material-Adverse Event.
Concerning the Collateral. The Mortgaged Properties are described in and covered by the Reserve Reports that have previously been delivered to and relied upon by Agent and Lenders in connection with this Agreement, and the Loan Parties own at least the decimal percentage Mineral Interest in such properties as specified in such engineering reports.
Concerning the Collateral. (i) On each Funding Date, Collateral Agent shall have received (or shall hold from prior closings) a broker's report and current insurance certificate confirming the insurance coverages on the Collateral which are required by the terms of the Collateral Documents.
(ii) On the first Funding Date, Borrower shall have obtained from each Person with any interest in the real property and/or the improvements thereon at each Designated Location (whether as fee owner, landlord, tenant, ground lessor, mortgagee, leasehold mortgagee, beneficiary of deed of trust, beneficiary of leasehold deed of trust or otherwise), a waiver of any and all right or interest that such Person may otherwise have in the Pledged Spare Parts and such Person's consent, if applicable, to access by the Collateral Agent, and/or any Lender or any representative of any of them to the premises in connection with the exercise of any rights or remedies under or pursuant to the Spare Parts Mortgage and Security Agreement (in each case, in form and substance satisfactory to the Collateral Agent).
Concerning the Collateral. 50 SECTION 4.14 REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL AGENT............................. 51
Concerning the Collateral. Upon execution and delivery of the Security Agreement by the Company and the Collateral Agent and completion of the filings referred to in Schedule I to EXHIBIT D to this Agreement, the Collateral Agent will have a first priority perfected security interest in the Collateral for the ratable benefit of the holders of the Note and the Other Notes.
Concerning the Collateral. Notwithstanding the execution and delivery of this Agreement and completion of the transactions contemplated hereby, the Collateral Agent will continue to have a first priority perfected security interest in the Collateral for the ratable benefit of the holders of the Amended Note and the Other Amended Note.
Concerning the Collateral. The Mortgaged Properties are described in and covered by the Reserve Reports that have previously been delivered to and relied upon by Agent and Lenders in connection with this Agreement, and the Loan Parties own at least the decimal percentage Mineral Interest in such properties as specified in such engineering reports. As of the Closing Date, Borrower has provided Agent with title information and title data reflecting title to the Mineral Interests of the Loan Parties in those Mortgaged Properties that represent at least the Required Reserve Value of the Loan Parties’ Mineral Interests in those Mortgaged Properties included in the Borrowing Base.
Concerning the Collateral. Each of the Lenders and the L/C Issuers hereby directs, in accordance with the terms hereof, the Agent to release any Lien held by the Agent for the benefit of the Lenders and the L/C Issuers against any part of the Collateral sold or disposed of by a Credit Party if such sale or disposition is permitted by this Agreement and so long as no Default or Event of Default has occurred and is continuing, the Agent agrees to release such Collateral promptly after the Borrower's request therefor. Each of the Lenders and the L/C Issuers hereby directs the Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 4.11 promptly upon effectiveness of any such release and so long as no Default or Event of Default has occurred and is continuing, the Agent agrees to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release such Liens, at the Borrower's request, upon or promptly after the Borrower's request therefor.
