Covenants, Agreements, Representations and Warranties. Each Debtor hereby covenants and agrees with, and represents and warrants to the Agent and the Lenders that: (a) Such Debtor is duly organized and existing under the laws of the state of its organization, is the sole and lawful owner of its Collateral and has full right, power and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for; and the execution and delivery of this Agreement, and the observance and performance of any of the matters and things herein set forth, will not violate or contravene any provision of law or of the articles of incorporation, by-laws or operating agreement of such Debtor, as applicable, or of any indenture where such violation or contravention would have a Material Adverse Effect, loan agreement or other agreement of or affecting such Debtor or any of its properties, or result in the creation or imposition of any liens or encumbrance on any property of such Debtor. (b) The Collateral is in each Debtor's possession at the locations listed under Column 1 on Schedule A attached hereto. Each Debtor's respective chief executive office and chief place of business is listed opposite its name on Schedule A attached hereto and the Debtors have no other places of business other than those listed under Column 4 on Schedule A attached hereto. No Debtor will, without the Agent's prior written consent, remove its Collateral from the locations specified in the first sentence of this Section 3(b) other than temporarily in the normal course of business or to deliver the Collateral to any purchaser thereof in connection with any sale or other disposition of such Collateral expressly permitted by the Credit Agreement (provided that if for any reason Collateral is at any time kept or located at locations other than its present location or locations hereafter consented to by the Agent shall nevertheless have and retain a security interest therein). The aggregate value of all Debtors' Collateral located in the State of Tennessee shall not at any time exceed $5,000. (c) The Collateral and every part thereof is and will be free and clear of all security interests, liens (including, without limitation, mechanic's, laborer's and statutory liens), attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary except for the security interest of the Agent, the Agent therein and as otherwise provided in the Credit Agreement (including without limitation, Permitted Liens), and each Debtor will warrant and defend its Collateral against any claims and demands of all persons at any time claiming the same or any interest therein adverse to the Agent or any Lender. (d) Each Debtor will pay promptly when due all taxes, assessments, and governmental charges and levies upon or against its Collateral in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate proceedings. (e) Each Debtor at its own cost and expense will maintain, keep and preserve its Collateral in good repair and condition and will not waste or destroy such Collateral or any part thereof except as expressly permitted by the Credit Agreement and will not be negligent in the care and use of any Collateral and will not use or permit to be used any Collateral in violation of any statute, ordinance or other governmental requirement. Each Debtor will perform its obligations under any contract or other agreement constituting part of the Collateral, it being understood and agreed that the Agent and the Lenders have no responsibility to perform such obligations. (f) Except for Permitted Liens or as expressly permitted by the Credit Agreement, and subject to Sections 5(a), 7(b) and 7(c) hereof, no Debtor will, without the Agent's prior written consent, sell, assign, mortgage, lease or otherwise dispose of its Collateral or any interest therein. (g) Each Debtor will insure its Collateral which is insurable against such risks and hazards as other companies similarly situated insure against, and including in any event loss or damage by fire, theft, burglary, pilferage, loss in transit and such other hazards as the Agent may specify, in amounts and under policies containing loss payable clauses to the Agent as its interest may appear (and, if the Agent requests, naming the Agent and the Lenders as additional insureds therein) by insurers acceptable to the Agent. In case of any material loss, damage to or destruction of its Collateral or any part thereof, the appropriate Debtor shall promptly give written notice thereof to the Agent generally describing the nature and extent of such damage or destruction. In the event any Debtor shall receive any proceeds of such insurance, such Debtor will immediately pay over such proceeds to the Agent. Net insurance proceeds received by the Agent under the provisions hereof or under any policy or policies of insurance covering the Collateral or any part thereof shall be applied to the reduction of the Obligations (whether or not then due); as and to the extent provided in the Credit Agreement. All insurance proceeds shall be subject to the lien and security interest of the Agent hereunder. UNLESS THE DEBTORS PROVIDE THE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE AGENT MAY PURCHASE INSURANCE AT THE DEBTORS' EXPENSE TO PROTECT THE AGENT'S INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY DEBTOR'S INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE AGENT MAY NOT PAY ANY CLAIMS THAT ANY DEBTOR MAKES OR ANY CLAIM THAT IS MADE AGAINST SUCH DEBTOR IN CONNECTION WITH THE COLLATERAL. THE DEBTORS MAY LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE AGENT, BUT ONLY AFTER PROVIDING THE AGENT WITH EVIDENCE THAT THE DEBTORS HAVE OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE DEBTORS WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT THE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THE DEBTORS MAY BE ABLE TO OBTAIN ON THEIR OWN. (h) Each Debtor will at all times allow the Agent, any Lender or their respective representatives free access to and right of inspection of the Collateral. Each Debtor will, to the extent it is within its power so to do, authorize and instruct all bailees and other parties at any time holding, storing, shipping or transferring all or any part of such Debtor's Collateral to permit the Agent, any Lender or their respective or its designees to examine and inspect any of such Collateral then in such party's possession and to verify from such party's own books and records any information concerning such Collateral or any part thereof which the Agent or such Lender may seek to verify. As to any premises not owned by any of the Debtors wherein any of the Collateral is located, if any, the appropriate Debtor shall, unless the Agent requests otherwise, cause each Person having any right, title or interest in, or lien on, any of such premises to enter into an agreement (any such agreement to contain a legal description of such premises) whereby such party disclaims any right, title and interest in, and lien on, the Collateral, allowing the removal of such Collateral by the Agent or its designee and otherwise in form and substance acceptable to the Agent; PROVIDED, HOWEVER, that if and so long as no Event of Default has occurred and is continuing, no such agreement need be obtained for (i) locations owned or leased by Polygram or (ii) leased locations where inventory for all the Debtors aggregating at all such locations (all such locations taken together) of not more than $500,000 in value is located in the ordinary course of a Borrower's business for delivery to purchasers thereof. (i) Each Debtor agrees from time to time to deliver to the Agent and any Lender such evidence of the existence and identity of such Debtor's Collateral and of its availability as collateral security pursuant hereto (including, without limitation, schedules describing all Receivables created or acquired by such Debtor, copies of customer invoices or the equivalent and original shipping or delivery receipts for all merchandise and other goods sold or leased or services rendered, together with such Debtor's warranty of the genuineness thereof, and reports stating the book value of Inventory and Equipment by major category and location), as the Agent or such Lender may request. Each Debtor will promptly notify the Agent and each Lender of any Collateral which such Debtor has determined to have been rendered obsolete, stating the prior book value of such Collateral, its type and location. (j) Each Debtor will comply with the terms and conditions of any leases, easements, right-of-way agreements or other agreements covering the premises wherein its Collateral is located and any orders, ordinances, laws or statutes of any city, state or other governmental entity, department or agency having jurisdiction with respect to such premises or the conduct of business thereon for which any such non-compliance would have a Material Adverse Effect. (k) On failure of any Debtor to perform any of the covenants and agreements herein contained, the Agent may, at its option, perform the same and in so doing may expend such sums as the Agent may deem advisable in the performance thereof, including without limitation the payment of any insurance premiums, the payment of any taxes, liens and encumbrances, expenditures made in defending against any adverse claim and all other expenditures which the Agent may be compelled to make by operation of law or which the Agent may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be repayable by the Debtors immediately without notice or demand, shall constitute so much additional Obligations hereby secured and shall bear interest from the date said amounts are expended at the rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) determined by adding 3% to the Domestic Rate (such rate per annum as so determined being hereinafter referred to as the "DEFAULT RATE"). No such performance of any covenant or agreement by the Agent on behalf of any Debtor and no such advancement or expenditure therefor, shall relieve any Debtor of any default under the terms of this Agreement or in any way obligate the Agent or any Lender to take any further or future action with respect thereto. The Agent, in making any payment hereby authorized, may do so according to any xxxx, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim. The Agent, in performing any act hereunder, shall be the sole judge of whether the relevant Debtor is required to perform same under the terms of this Agreement. The Agent is authorized to charge any depository account of any Debtor maintained with the Agent for the amount of such sums and amounts so expended. (l) Each Debtor warrants that such Debtor has not transacted business, and does not transact business, under any trade names except as set forth on Schedule B. Each Debtor agrees that it will not change its name or transact business under any trade names without first giving the Agent 30 days' prior written notice of its intent to do so. (m) Each Debtor agrees to execute and deliver to the Agent such further agreements and assignments or other instruments and to do all such other things as the Agent may deem necessary or appropriate to assure the Agent its security interest hereunder, including such financing statement or statements or amendments thereof or supplements thereto or other instruments as the Agent or the Required Lenders may from time to time require in order to comply with the Uniform Commercial Code as enacted in the State of Illinois and any successor statute(s) thereto (the "CODE"). Each Debtor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to any Debtor wherever the Agent in its sole discretion desires to file the same. In the event for any reason the law of any other jurisdiction than Illinois becomes or is applicable to the Collateral or any part thereof, or to any of the Obligations, each Debtor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion deems necessary or appropriate to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction to at least the same extent as such security interests would be protected under the Code. If any Collateral is in the possession or control of any Debtor's agents or processors and unless the Agent requests otherwise, such Debtor agrees to notify such agents or processors in writing of the Agent's security interests therein, and upon the Agent's request instruct them to hold all such Collateral for the Agent's account and subject to the Agent's instructions. The Debtors agree to xxxx their books and records to reflect the security interests of the Agent in the Collateral.
Appears in 1 contract
Covenants, Agreements, Representations and Warranties. Each Debtor The Company hereby covenants and agrees with, and represents and warrants to to, the Agent and the Lenders that:
(a) Such Debtor The Company is a corporation duly organized organized, validly existing and existing in good standing under the laws of the State of Delaware. The Company shall not change its state of its organization, organization without the Agent's prior written consent. The Company is the sole and lawful owner of its the Collateral and has full right, power and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for; and the execution and delivery of this Agreement, and the observance and performance of any of the matters and things herein set forth, will not violate contravene or contravene constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Company or any provision of the Company's charter, articles of incorporation, incorporation or by-laws or operating agreement of such Debtor, as applicable, or of any covenant, indenture where such violation or contravention would have a Material Adverse Effect, loan agreement or other agreement of or affecting such Debtor the Company or any of its properties, or result in the creation or imposition of any liens lien or encumbrance on any property of such Debtorthe Company. The Company's organizational registration number is DE-0938231.
(b) The Collateral is and will remain in each Debtorthe Company's possession or control at the locations listed under Column Item 1 on Schedule A attached hereto. Each Debtorhereto (collectively, the "Permitted Collateral Locations"), except for Collateral which in the ordinary course of the Company's respective chief executive office and chief place of business is listed opposite its name on Schedule A attached hereto and in transit between the Debtors have no other places of business other than those listed under Column 4 on Schedule A attached heretoPermitted Collateral Locations. No Debtor will, without the Agent's prior written consent, remove its Collateral from the locations specified in the first sentence of this Section 3(b) other than temporarily in the normal course of business or to deliver the Collateral to any purchaser thereof in connection with any sale or other disposition of such Collateral expressly permitted by the Credit Agreement (provided that if If for any reason Collateral is at any time kept or located at locations other than its present location or locations hereafter consented to by the Permitted Collateral Locations, the Agent shall nevertheless have and retain a security interest therein). The aggregate value Company owns and will at all times own all Permitted Collateral Locations, except to the extent otherwise indicated on Schedule A. The Company's chief executive office and principal place of business is at, and the Company keeps and shall keep all Debtorsof its books and records relating to Receivables only at, 150 North Clinton Street, Chicago, Illinois 60606 and the Compaxx xxx xx xxxxx xxxxxxxxx xxxxxxx xx xxxxxx xx xxsiness other than those listed under Item 2 on Schedule A. The Company will not maintain an executive office or place of business at a location other than those specified pursuant to the immediately preceding sentence without first providing the Agent 30 days' Collateral located prior written notice of the Company's intent to do so; provided, however, that the Company will at all times maintain its chief executive office in the State contiguous continental United States of Tennessee shall not at any time exceed $5,000America.
(c) The Collateral and every part thereof is and will be free and clear of all security interests, liens (including, without limitation, mechanic'smechanics', laborer's laborers' and statutory liens), attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary involuntary, except for the security interest of the Agent, the Agent therein and as otherwise provided in the Credit Agreement (including without limitation, Permitted Liens), and each Debtor will warrant and defend its Collateral against any claims and demands of all persons at any time claiming the same or any interest therein adverse to the Agent or any Lender.
(d) Each Debtor will pay promptly when due all taxes, assessments, and governmental charges and levies upon or against its Collateral in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate proceedings.
(e) Each Debtor at its own cost and expense will maintain, keep and preserve its Collateral in good repair and condition and will not waste or destroy such Collateral or any part thereof except as expressly permitted by the Credit Agreement and will not be negligent in the care and use of any Collateral and will not use or permit to be used any Collateral in violation of any statute, ordinance or other governmental requirement. Each Debtor will perform its obligations under any contract or other agreement constituting part of the Collateral, it being understood and agreed that the Agent and the Lenders have no responsibility to perform such obligations.
(f) Except for Permitted Liens or as expressly permitted by the Credit Agreement, and subject to Sections 5(a), 7(b) and 7(c) hereof, no Debtor will, without the Agent's prior written consent, sell, assign, mortgage, lease or otherwise dispose of its Collateral or any interest therein.
(g) Each Debtor will insure its Collateral which is insurable against such risks and hazards as other companies similarly situated insure against, and including in any event loss or damage by fire, theft, burglary, pilferage, loss in transit and such other hazards as the Agent may specify, in amounts and under policies containing loss payable clauses to the Agent as its interest may appear (and, if the Agent requests, naming the Agent and the Lenders as additional insureds therein) by insurers acceptable to the Agent. In case of any material loss, damage to or destruction of its Collateral or any part thereof, the appropriate Debtor shall promptly give written notice thereof to the Agent generally describing the nature and extent of such damage or destruction. In the event any Debtor shall receive any proceeds of such insurance, such Debtor will immediately pay over such proceeds to the Agent. Net insurance proceeds received by the Agent under the provisions hereof or under any policy or policies of insurance covering the Collateral or any part thereof shall be applied to the reduction of the Obligations (whether or not then due); as and to the extent provided in the Credit Agreement. All insurance proceeds shall be subject to the lien and security interest of the Agent hereunder. UNLESS THE DEBTORS PROVIDE THE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE AGENT MAY PURCHASE INSURANCE AT THE DEBTORS' EXPENSE TO PROTECT THE AGENT'S INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY DEBTOR'S INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE AGENT MAY NOT PAY ANY CLAIMS THAT ANY DEBTOR MAKES OR ANY CLAIM THAT IS MADE AGAINST SUCH DEBTOR IN CONNECTION WITH THE COLLATERAL. THE DEBTORS MAY LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE AGENT, BUT ONLY AFTER PROVIDING THE AGENT WITH EVIDENCE THAT THE DEBTORS HAVE OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE DEBTORS WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT THE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THE DEBTORS MAY BE ABLE TO OBTAIN ON THEIR OWN.
(h) Each Debtor will at all times allow the Agent, any Lender or their respective representatives free access to and right of inspection of the Collateral. Each Debtor will, to the extent it is within its power so to do, authorize and instruct all bailees and other parties at any time holding, storing, shipping or transferring all or any part of such Debtor's Collateral to permit the Agent, any Lender or their respective or its designees to examine and inspect any of such Collateral then in such party's possession and to verify from such party's own books and records any information concerning such Collateral or any part thereof which the Agent or such Lender may seek to verify. As to any premises not owned by any of the Debtors wherein any of the Collateral is located, if any, the appropriate Debtor shall, unless the Agent requests otherwise, cause each Person having any right, title or interest in, or lien on, any of such premises to enter into an agreement (any such agreement to contain a legal description of such premises) whereby such party disclaims any right, title and interest in, and lien on, the Collateral, allowing the removal of such Collateral by the Agent or its designee and otherwise in form and substance acceptable to the Agent; PROVIDED, HOWEVER, that if and so long as no Event of Default has occurred and is continuing, no such agreement need be obtained for (i) locations owned or leased by Polygram or (ii) leased locations where inventory for all the Debtors aggregating at all such locations (all such locations taken together) of not more than $500,000 in value is located in the ordinary course of a Borrower's business for delivery to purchasers thereof.
(i) Each Debtor agrees from time to time to deliver to the Agent and any Lender such evidence of the existence and identity of such Debtor's Collateral and of its availability as collateral security pursuant hereto (including, without limitation, schedules describing all Receivables created or acquired by such Debtor, copies of customer invoices or the equivalent and original shipping or delivery receipts for all merchandise and other goods sold or leased or services rendered, together with such Debtor's warranty of the genuineness thereof, and reports stating the book value of Inventory and Equipment by major category and location), as the Agent or such Lender may request. Each Debtor will promptly notify the Agent and each Lender of any Collateral which such Debtor has determined to have been rendered obsolete, stating the prior book value of such Collateral, its type and location.
(j) Each Debtor will comply with the terms and conditions of any leases, easements, right-of-way agreements or other agreements covering the premises wherein its Collateral is located and any orders, ordinances, laws or statutes of any city, state or other governmental entity, department or agency having jurisdiction with respect to such premises or the conduct of business thereon for which any such non-compliance would have a Material Adverse Effect.
(k) On failure of any Debtor to perform any of the covenants and agreements herein contained, the Agent may, at its option, perform the same and in so doing may expend such sums as the Agent may deem advisable in the performance thereof, including without limitation the payment of any insurance premiums, the payment of any taxes, liens and encumbrances, expenditures made in defending against any adverse claim and all other expenditures which the Agent may be compelled to make by operation of law or which the Agent may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be repayable by the Debtors immediately without notice or demand, shall constitute so much additional Obligations hereby secured and shall bear interest from the date said amounts are expended at the rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) determined by adding 3% to the Domestic Rate (such rate per annum as so determined being hereinafter referred to as the "DEFAULT RATE"). No such performance of any covenant or agreement by the Agent on behalf of any Debtor and no such advancement or expenditure therefor, shall relieve any Debtor of any default under the terms of this Agreement or in any way obligate the Agent or any Lender to take any further or future action with respect thereto. The Agent, in making any payment hereby authorized, may do so according to any xxxx, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim. The Agent, in performing any act hereunder, shall be the sole judge of whether the relevant Debtor is required to perform same under the terms of this Agreement. The Agent is authorized to charge any depository account of any Debtor maintained with the Agent for the amount of such sums and amounts so expended.
(l) Each Debtor warrants that such Debtor has not transacted business, and does not transact business, under any trade names except as set forth on Schedule B. Each Debtor agrees that it will not change its name or transact business under any trade names without first giving the Agent 30 days' prior written notice of its intent to do so.
(m) Each Debtor agrees to execute and deliver to the Agent such further agreements and assignments or other instruments and to do all such other things as the Agent may deem necessary or appropriate to assure the Agent its security interest hereunder, including such financing statement or statements or amendments thereof or supplements thereto or other instruments as the Agent or the Required Lenders may from time to time require in order to comply with the Uniform Commercial Code as enacted in the State of Illinois and any successor statute(s) thereto (the "CODE"). Each Debtor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to any Debtor wherever the Agent in its sole discretion desires to file the same. In the event for any reason the law of any other jurisdiction than Illinois becomes or is applicable to the Collateral or any part thereof, or to any of the Obligations, each Debtor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion deems necessary or appropriate to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction to at least the same extent as such security interests would be protected under the Code. If any Collateral is in the possession or control of any Debtor's agents or processors and unless the Agent requests otherwise, such Debtor agrees to notify such agents or processors in writing of the Agent's security interests therein, and upon the Agent's request instruct them to hold all such Collateral for the Agent's account and subject to the Agent's instructions. The Debtors agree to xxxx their books and records to reflect the security interests of the Agent in the Collateral.Section 7.11
Appears in 1 contract
Covenants, Agreements, Representations and Warranties. Each Debtor hereby covenants and agrees with, and represents and warrants to to, the Agent and the Lenders that:
(a) Such Each Debtor is a limited partnership duly organized organized, validly existing and existing in good standing under the laws of the state State of its organizationDelaware, is the sole and lawful owner of its the Collateral and has full right, power and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for; and the execution and delivery of this Agreement, and the observance and performance of any of the matters and things herein set forth, will not violate contravene or contravene constitute a default under any provision of law or any judgment, injunction, order or decree binding upon either Debtor or any provision of the articles of incorporation, by-laws or operating either Debtor's partnership agreement of such Debtor, as applicable, or of any covenant, indenture where such violation or contravention would have a Material Adverse Effect, loan agreement or other agreement of or affecting such either Debtor or any of its their respective properties, or result in the creation or imposition of any liens lien or encumbrance on any property of such Debtorits property. LPL's Federal tax identification number is 00-0000000. LPML's Federal tax identification number is 00-0000000.
(b) The Collateral is and will remain in each the Debtor's possession or control at the locations listed under Column 1 on Schedule A attached hereto. Each Debtor's respective chief executive office and chief place of business is listed opposite its name on Schedule A attached hereto and (collectively, the Debtors have no other places of business other than those listed under Column 4 on Schedule A attached hereto"Permitted Collateral Locations"). No Debtor will, without the Agent's prior written consent, remove its Collateral from the locations specified in the first sentence of this Section 3(b) other than temporarily in the normal course of business or to deliver the Collateral to any purchaser thereof in connection with any sale or other disposition of such Collateral expressly permitted by the Credit Agreement (provided that if If for any reason Collateral is at any time kept or located at locations other than its present location or locations hereafter consented to by the Permitted Collateral Locations, the Agent shall nevertheless have and retain a security interest therein). The aggregate value Each Debtor's chief executive office and principal place of business is at, and each Debtor keeps and shall keep all Debtorsof its books and records relating to Receivables only at, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601; and neither Debtor has any other executive offices or places of business other than those listed on Schedule A. Neither Debtor will maintain an executive office or place of business at a location other than those specified pursuant to the immediately preceding sentence without first providing the Agent thirty (30) days' Collateral located prior written notice of such Debtor's intent to do so; provided, however, that each Debtor will at all times maintain its chief executive office in the State contiguous continental United States of Tennessee shall not at any time exceed $5,000America.
(c) The Collateral and every part thereof is and will be free and clear of all security interests, liens (including, without limitation, mechanic'smechanics', laborer's laborers' and statutory liens), attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary involuntary, except for the security interest of the Agent, the Agent therein and as otherwise provided in the Liens permitted under Section 6.15 of the Credit Agreement (including without limitation, Permitted Liens), and each Debtor will warrant and defend its Collateral against any claims and demands of all persons at any time claiming the same or any interest therein adverse to the Agent or any LenderAgreement.
(d) Each Debtor will pay promptly when due all taxes, assessments, and governmental charges and levies upon or against its Collateral in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate proceedings.
(e) Each Debtor at its own cost and expense will maintain, keep and preserve its Collateral in good repair and condition and will not waste or destroy such Collateral or any part thereof except Except as expressly permitted by the Credit Agreement and will not be negligent in the care and use of any Collateral and will not use or permit to be used any Collateral in violation of any statute, ordinance or other governmental requirement. Each Debtor will perform its obligations under any contract or other agreement constituting part of the Collateral, it being understood and agreed that the Agent and the Lenders have no responsibility to perform such obligations.
(f) Except for Permitted Liens or as expressly permitted by the Credit Agreement, and subject to Sections 5(a), 7(b) and 7(c) hereof, no neither Debtor will, without the Agent's prior written consent, sell, assign, mortgage, lease or otherwise dispose of its the Collateral or any interest therein. Provided that no Event of Default has occurred and is continuing the Debtors shall be entitled to receive and retain the proceeds of any such sale up to $100,000 for all such Debtors in any calendar year. If the Debtors receive any such proceeds in excess of $100,000 per calendar year, the Debtors shall notify the Agent and if the Lenders so direct, apply such proceeds to repay outstanding Facility A Loans and reduce the Facility A Commitments by such amount. The Agent shall, upon a Debtor's request, provide a release of its lien on any Collateral sold or otherwise disposed of by such Debtor in accordance with the first sentence of this paragraph.
(ge) Each Debtor will insure its the Collateral which is insurable against such risks and hazards as other companies similarly situated insure against, and including in any event loss or damage by fire, theft, burglary, pilferage, loss in transit and such other hazards as the Agent may reasonably specify, in amounts and under policies containing loss payable clauses to the Agent as its interest may appear (and, if the Agent requests, naming the Agent and the Lenders as additional insureds therein) by insurers reasonably acceptable to the Agent. In case All premiums on such insurance shall be paid by the Debtors and the policies of such insurance (or certificates therefor) delivered to the Agent. All insurance required hereby shall provide that any material lossloss shall be payable notwithstanding any act or negligence of the relevant Debtor, damage to or destruction shall provide that no cancellation thereof shall be effective until at least thirty (30) days after receipt by the relevant Debtor and the Agent of its Collateral or any part written notice thereof, the appropriate Debtor and shall promptly give written notice thereof be satisfactory to the Agent generally describing the nature and extent of such damage or destructionin all other respects. In the event any Each Debtor shall receive may retain any proceeds of such insuranceinsurance arising out of the loss, damage, or destruction of the Collateral owned or leased by it so long as no Event of Default (as hereinafter defined) shall have occurred and be continuing or shall arise after giving effect to such loss, damage, or destruction. During the existence of any Event of Default, each Debtor will immediately pay over such proceeds of insurance to the Agent. Net insurance proceeds received by the Agent under the provisions hereof or under any policy or policies of insurance covering the Collateral or any part thereof which shall thereafter be applied to the reduction of the Obligations (whether or not then due); ) or held as collateral security therefor, as the Agent may then determine and to the extent as otherwise provided for in the Credit Agreement. All insurance proceeds shall be subject to the lien and security interest of the Agent hereunderAgent. UNLESS THE DEBTORS PROVIDE THE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENTEach Debtor hereby authorizes the Agent, THE AGENT MAY PURCHASE INSURANCE AT THE DEBTORS' EXPENSE TO PROTECT THE AGENT'S INTERESTS IN THE COLLATERAL. THIS INSURANCE MAYat the Agent's option, BUT NEED NOTto adjust, PROTECT ANY DEBTOR'S INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE AGENT MAY NOT PAY ANY CLAIMS THAT ANY DEBTOR MAKES OR ANY CLAIM THAT IS MADE AGAINST SUCH DEBTOR IN CONNECTION WITH THE COLLATERAL. THE DEBTORS MAY LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE AGENTcompromise and settle any losses under any insurance afforded at any time during the existence of any Event of Default, BUT ONLY AFTER PROVIDING THE AGENT WITH EVIDENCE THAT THE DEBTORS HAVE OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE AGENT PURCHASES INSURANCE FOR THE COLLATERALand such Debtor does hereby irrevocably constitute the Agent, THE DEBTORS WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCEits officers, INCLUDING INTEREST AND ANY OTHER CHARGES THAT THE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCEagents and attorneys, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THE DEBTORS MAY BE ABLE TO OBTAIN ON THEIR OWNas such Debtor's attorneys-in-fact, with full power and authority to effect such adjustment, compromise and/or settlement and to endorse any drafts drawn by an insurer of the Collateral or any part thereof and to do everything necessary to carry out such purposes and to receive and receipt for any unearned premiums due under policies of such insurance.
(hf) Each Debtor will at all reasonable times allow the Agent, any Lender or and their respective representatives free access to and right of inspection of the Collateral.
(g) LPL has not invoiced Receivables or otherwise transacted business, and does not invoice Receivables or otherwise transact business, under any trade names other than its name set forth in the introductory paragraph of this Agreement and "LaSalle Partners Limited." LPML has not invoiced Receivables or otherwise transacted business, and does not invoice Receivables or otherwise transact business, under any trade names other than its name set forth in the introductory paragraph of this Agreement and "LaSalle Partners Management Limited." Neither Debtor will change its name or transact business under any other trade name, in each case without first giving the Agent thirty (30) days' prior written notice of its intent to do so.
(h) Each Debtor agrees to execute and deliver to the Agent such further agreements and assignments or other instruments and documents and to do all such other things as the Agent may reasonably deem necessary or appropriate to assure the Agent its security interest hereunder, including such financing statement or statements or amendments thereof or supplements thereto or other instruments and documents as the Agent may from time to time reasonably require in order to comply with the Uniform Commercial Code as enacted in the State of Illinois and any successor statute(s) thereto (the "Code"). Each Debtor willhereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Debtor wherever the Agent in its sole discretion desires to file the same. In the event for any reason the law of any jurisdiction other than Illinois becomes or is applicable to the extent it is within its power so to do, authorize and instruct all bailees and other parties at any time holding, storing, shipping or transferring all or any part of such Debtor's Collateral to permit the Agent, any Lender or their respective or its designees to examine and inspect any of such Collateral then in such party's possession and to verify from such party's own books and records any information concerning such Collateral or any part thereof which thereof, or to any of the Obligations, each Debtor agrees to execute and deliver all such instruments and documents and to do all such other things as the Agent in its sole discretion deems necessary or appropriate to preserve, protect and enforce the security interest of the Agent under the law of such other jurisdiction. Each Debtor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral. Without limiting the generality of the foregoing, each Debtor will: (i) at the request of the Agent, either turn over possession to the Agent or such Lender may seek to verify. As to any premises not owned by any xxxx conspicuously each negotiable document and each chattel paper included in the Collateral and each of the Debtors wherein any of records pertaining to the Collateral is locatedwith a legend, if any, the appropriate Debtor shall, unless the Agent requests otherwise, cause each Person having any right, title or interest in, or lien on, any of such premises to enter into an agreement (any such agreement to contain a legal description of such premises) whereby such party disclaims any right, title and interest in, and lien on, the Collateral, allowing the removal of such Collateral by the Agent or its designee and otherwise in form and substance acceptable satisfactory to the Agent, indicating that such document, chattel paper or Collateral is subject to the security interest granted hereby; (ii) if any Receivable owned by a Debtor in an amount greater than $10,000 shall be or becomes evidenced by a promissory note or other instrument (other than checks received in payment of obligations under Receivables) or chattel paper, deliver and pledge to the Agent hereunder such note, instrument or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Agent; PROVIDEDand (iii) execute and file such financing or continuation statements, HOWEVERor amendments thereto, that if and so long such other instruments or notices as no Event of Default has occurred the Agent or any Lender may reasonably request, in order to perfect and is continuing, no such agreement need preserve the security interests granted or purported to be obtained for (i) locations owned or leased by Polygram or (ii) leased locations where inventory for all the Debtors aggregating at all such locations (all such locations taken together) of not more than $500,000 in value is located in the ordinary course of a Borrower's business for delivery to purchasers thereofgranted hereby.
(i) Each Debtor agrees from After the occurrence and during the continuance of an Event of Default or the occurrence of an event which with the lapse of time to time to deliver to or the Agent and any Lender such evidence giving of notice would be an Event of Default under Section 7.6 of the existence and identity of such Debtor's Collateral and of its availability as collateral security pursuant hereto (includingCredit Agreement, without limitation, schedules describing all Receivables created or acquired by such Debtor, copies of customer invoices or the equivalent and original shipping or delivery receipts for all merchandise and other goods sold or leased or services rendered, together with such Debtor's warranty of the genuineness thereof, and reports stating the book value of Inventory and Equipment by major category and location), as the Agent or such Lender may request. Each Debtor will promptly notify the Agent and each Lender of any Collateral which such Debtor has determined to have been rendered obsolete, stating the prior book value of such Collateral, its type and location.
(j) Each Debtor will comply with the terms and conditions of any leases, easements, right-of-way agreements or other agreements covering the premises wherein its Collateral is located and any orders, ordinances, laws or statutes of any city, state or other governmental entity, department or agency having jurisdiction with respect to such premises or the conduct of business thereon for which any such non-compliance would have a Material Adverse Effect.
(k) On on failure of any a Debtor to perform any of the covenants and agreements herein contained, the Agent may, may at its option, option perform the same and in so doing may expend such sums as the Agent may reasonably deem advisable in the performance thereof, including including, without limitation limitation, the payment of any insurance premiums, the payment of any taxes, liens and encumbrances, expenditures made in defending against any adverse claim claims, and all other expenditures which the Agent may be compelled to make by operation of law or which the Agent may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be repayable by the Debtors immediately without notice or demand, shall constitute so much additional Obligations hereby secured hereunder and shall bear interest from the date said amounts are expended at the rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) determined by adding 32% to the Domestic Rate as from time to time in effect with any change in such rate per annum as so determined by reason of a change in such Domestic Rate to be effective on the date of such change in said Domestic Rate (such rate per annum as so determined being hereinafter referred to as the "DEFAULT RATEDefault Rate"). No such performance of any covenant or agreement by the Agent on behalf of any Debtor a Debtor, and no such advancement or expenditure therefor, shall relieve any such Debtor of any default under the terms of this Agreement or in any way obligate the Agent or any Lender to take any further or future action with respect thereto. The Agent, in making any payment hereby authorized, may do so according to any xxxx, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim. The Agent, in performing any act hereunder, shall be the sole judge of whether the relevant Debtor is required to perform same under the terms of this Agreement. The Agent is hereby authorized to charge any depository or other account of any Debtor maintained with the Agent but excluding all accounts of any Debtor in a fiduciary capacity for the amount of such sums and amounts so expended.
(l) Each Debtor warrants that such Debtor has not transacted business, and does not transact business, under any trade names except as set forth on Schedule B. Each Debtor agrees that it will not change its name or transact business under any trade names without first giving the Agent 30 days' prior written notice of its intent to do so.
(m) Each Debtor agrees to execute and deliver to the Agent such further agreements and assignments or other instruments and to do all such other things as the Agent may deem necessary or appropriate to assure the Agent its security interest hereunder, including such financing statement or statements or amendments thereof or supplements thereto or other instruments as the Agent or the Required Lenders may from time to time require in order to comply with the Uniform Commercial Code as enacted in the State of Illinois and any successor statute(s) thereto (the "CODE"). Each Debtor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to any Debtor wherever the Agent in its sole discretion desires to file the same. In the event for any reason the law of any other jurisdiction than Illinois becomes or is applicable to the Collateral or any part thereof, or to any of the Obligations, each Debtor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion deems necessary or appropriate to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction to at least the same extent as such security interests would be protected under the Code. If any Collateral is in the possession or control of any Debtor's agents or processors and unless the Agent requests otherwise, such Debtor agrees to notify such agents or processors in writing of the Agent's security interests therein, and upon the Agent's request instruct them to hold all such Collateral for the Agent's account and subject to the Agent's instructions. The Debtors agree to xxxx their books and records to reflect the security interests of the Agent in the Collateral.
Appears in 1 contract
Covenants, Agreements, Representations and Warranties. Each Debtor hereby covenants and agrees with, and represents and warrants to to, the Agent and the Lenders that:
(a) Such Each Debtor is a limited partnership duly organized organized, validly existing and existing in good standing under the laws of the its state of its organizationformation, is the sole and lawful owner of its the Collateral and has full right, power and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for; and the execution and delivery of this Agreement, and the observance and performance of any of the matters and things herein set forth, will not violate contravene or contravene constitute a default under any provision of law or of the articles of incorporationany judgment, by-laws injunction, order or operating agreement decree binding upon such Debtor or any provision of such Debtor, as applicable, 's partnership agreement or of any covenant, indenture where such violation or contravention would have a Material Adverse Effect, loan agreement or other agreement of or affecting such Debtor or any of its their respective properties, or result in the creation or imposition of any liens lien or encumbrance on any property of such Debtorits property.
(b) The Collateral owned or leased by each Debtor is and will remain in each such Debtor's possession or control at the locations listed under Column 1 on Schedule A attached hereto. Each Debtor's respective chief executive office and chief place of business is listed opposite its name on Schedule A B attached hereto and (collectively, the Debtors have no other places of business other than those listed under Column 4 on Schedule A attached hereto"Permitted Collateral Locations"). No Debtor will, without the Agent's prior written consent, remove its Collateral from the locations specified in the first sentence of this Section 3(b) other than temporarily in the normal course of business or to deliver the Collateral to any purchaser thereof in connection with any sale or other disposition of such Collateral expressly permitted by the Credit Agreement (provided that if If for any reason Collateral is at any time kept or located at locations other than its present location or locations hereafter consented to by the Permitted Collateral Locations, the Agent shall nevertheless have and retain a security interest therein). The aggregate value Each Debtor's chief executive office is located at the location specified on Schedule B. Each Debtor keeps and shall keep all of its books and records relating to Receivables only, at 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601; and no Debtor has any other principal place of business other than those listed on Schedule B. No Debtor will maintain an executive office or place of business at a location other than those specified pursuant to the immediately preceding sentence without first providing the Agent thirty (30) days' prior written notice of such Debtor's intent to do so; provided, however, that each Debtor will at all Debtors' Collateral located times maintain its chief executive office in the State contiguous continental United States of Tennessee shall not at any time exceed $5,000America.
(c) The Collateral and every part thereof is and will be free and clear of all security interests, liens (including, without limitation, mechanic'smechanics', laborer's laborers' and statutory liens), attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary involuntary, except for the security interest of the Agent, the Agent therein and as otherwise provided in the Liens permitted under Section 6.15 of the Credit Agreement (including without limitation, Permitted Liens), and each Debtor will warrant and defend its Collateral against any claims and demands of all persons at any time claiming the same or any interest therein adverse to the Agent or any LenderAgreement.
(d) Each Debtor will pay promptly when due all taxes, assessments, and governmental charges and levies upon or against its Collateral in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate proceedings.
(e) Each Debtor at its own cost and expense will maintain, keep and preserve its Collateral in good repair and condition and will not waste or destroy such Collateral or any part thereof except Except as expressly permitted by the Credit Agreement and will not be negligent in the care and use of any Collateral and will not use or permit to be used any Collateral in violation of any statute, ordinance or other governmental requirement. Each Debtor will perform its obligations under any contract or other agreement constituting part of the Collateral, it being understood and agreed that the Agent and the Lenders have no responsibility to perform such obligations.
(f) Except for Permitted Liens or as expressly permitted by the Credit Agreement, and subject to Sections 5(a), 7(b) and 7(c) hereof, no Debtor will, without the Agent's prior written consent, sell, assign, mortgage, lease or otherwise dispose of its the Collateral or any interest therein. Provided that no Event of Default has occurred and is continuing the Debtors shall be entitled to receive and retain the proceeds of any such sale up to $100,000 for all such Debtors in any calendar year. If the Debtors receive any such proceeds in excess of $100,000 per calendar year, the Debtors shall notify the Agent and if the Lenders so direct, apply such proceeds to repay outstanding Facility A Loans and reduce the Facility A Commitments by such amount. The Agent shall, upon a Debtor's request, provide a release of its lien on any Collateral sold or otherwise disposed of by such Debtor in accordance with the first sentence of this paragraph.
(ge) Each Debtor will insure its the Collateral which is insurable against such risks and hazards as other companies similarly situated insure against, and including in any event loss or damage by fire, theft, burglary, pilferage, loss in transit and such other hazards as the Agent may reasonably specify, in amounts and under policies containing loss payable clauses to the Agent as its interest may appear (and, if the Agent requests, naming the Agent and the Lenders as additional insureds therein) by insurers reasonably acceptable to the Agent. In case All premiums on such insurance shall be paid by the Debtors and the policies of such insurance (or certificates therefor) delivered to the Agent. All insurance required hereby shall provide that any material lossloss shall be payable notwithstanding any act or negligence of the relevant Debtor, damage to or destruction shall provide that no cancellation thereof shall be effective until at least thirty (30) days after receipt by the relevant Debtor and the Agent of its Collateral or any part written notice thereof, the appropriate Debtor and shall promptly give written notice thereof be satisfactory to the Agent generally describing the nature and extent of such damage or destructionin all other respects. In the event any Each Debtor shall receive may retain any proceeds of such insuranceinsurance arising out of the loss, damage, or destruction of the Collateral owned or leased by it so long as no Event of Default (as hereinafter defined) shall have occurred and be continuing or shall arise after giving effect to such loss, damage, or destruction. During the existence of any Event of Default, each Debtor will immediately pay over such proceeds of insurance to the Agent. Net insurance proceeds received by the Agent under the provisions hereof or under any policy or policies of insurance covering the Collateral or any part thereof which shall thereafter be applied to the reduction of the Obligations (whether or not then due); ) or held as collateral security therefor, as the Agent may then determine and to the extent as otherwise provided for in the Credit Agreement. All insurance proceeds shall be subject to the lien and security interest of the Agent hereunderAgent. UNLESS THE DEBTORS PROVIDE THE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENTEach Debtor hereby authorizes the Agent, THE AGENT MAY PURCHASE INSURANCE AT THE DEBTORS' EXPENSE TO PROTECT THE AGENT'S INTERESTS IN THE COLLATERAL. THIS INSURANCE MAYat the Agent's option, BUT NEED NOTto adjust, PROTECT ANY DEBTOR'S INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE AGENT MAY NOT PAY ANY CLAIMS THAT ANY DEBTOR MAKES OR ANY CLAIM THAT IS MADE AGAINST SUCH DEBTOR IN CONNECTION WITH THE COLLATERAL. THE DEBTORS MAY LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE AGENTcompromise and settle any losses under any insurance afforded at any time during the existence of any Event of Default, BUT ONLY AFTER PROVIDING THE AGENT WITH EVIDENCE THAT THE DEBTORS HAVE OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE AGENT PURCHASES INSURANCE FOR THE COLLATERALand such Debtor does hereby irrevocably constitute the Agent, THE DEBTORS WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCEits officers, INCLUDING INTEREST AND ANY OTHER CHARGES THAT THE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCEagents and attorneys, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THE DEBTORS MAY BE ABLE TO OBTAIN ON THEIR OWNas such Debtor's attorneys-in-fact, with full power and authority to effect such adjustment, compromise and/or settlement and to endorse any drafts drawn by an insurer of the Collateral or any part thereof and to do everything necessary to carry out such purposes and to receive and receipt for any unearned premiums due under policies of such insurance.
(hf) Each Debtor will at all reasonable times allow the Agent, any Lender or and their respective representatives free access to and right of inspection of the Collateral.
(g) No Debtor has invoiced Receivables or otherwise transacted business, and does not invoice Receivables or otherwise transact business, under any trade names other than its name set forth on the signature pages of this Agreement. No Debtor will change its name or transact business under any other trade name, in each case without first giving the Agent thirty (30) days' prior written notice of its intent to do so.
(h) Each Debtor agrees to execute and deliver to the Agent such further agreements and assignments or other instruments and documents and to do all such other things as the Agent may reasonably deem necessary or appropriate to assure the Agent its security interest hereunder, including such financing statement or statements or amendments thereof or supplements thereto or other instruments and documents as the Agent may from time to time reasonably require in order to comply with the Uniform Commercial Code as enacted in the State of Illinois and any successor statute(s) thereto (the "Code"). Each Debtor willhereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Debtor wherever the Agent in its sole discretion desires to file the same. In the event for any reason the law of any jurisdiction other than Illinois becomes or is applicable to the extent it is within its power so to do, authorize and instruct all bailees and other parties at any time holding, storing, shipping or transferring all or any part of such Debtor's Collateral to permit the Agent, any Lender or their respective or its designees to examine and inspect any of such Collateral then in such party's possession and to verify from such party's own books and records any information concerning such Collateral or any part thereof which thereof, or to any of the Obligations, each Debtor agrees to execute and deliver all such instruments and documents and to do all such other things as the Agent in its sole discretion deems necessary or appropriate to preserve, protect and enforce the security interest of the Agent under the law of such other jurisdiction. Each Debtor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral. Without limiting the generality of the foregoing, each Debtor will: (i) at the request of the Agent, either turn over possession to the Agent or such Lender may seek to verify. As to any premises not owned by any xxxx conspicuously each negotiable document and each chattel paper included in the Collateral and each of the Debtors wherein any of records pertaining to the Collateral is locatedwith a legend, if any, the appropriate Debtor shall, unless the Agent requests otherwise, cause each Person having any right, title or interest in, or lien on, any of such premises to enter into an agreement (any such agreement to contain a legal description of such premises) whereby such party disclaims any right, title and interest in, and lien on, the Collateral, allowing the removal of such Collateral by the Agent or its designee and otherwise in form and substance acceptable satisfactory to the Agent, indicating that such document, chattel paper or Collateral is subject to the security interest granted hereby; (ii) if any Receivable owned by such Debtor in an amount greater than $10,000 shall be or becomes evidenced by a promissory note or other instrument (other than checks received in payment of obligations under Receivables) or chattel paper, deliver and pledge to the Agent hereunder such note, instrument or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Agent; PROVIDEDand (iii) execute and file such financing or continuation statements, HOWEVERor amendments thereto, that if and so long such other instruments or notices as no Event of Default has occurred the Agent or any Lender may reasonably request, in order to perfect and is continuing, no such agreement need preserve the security interests granted or purported to be obtained for (i) locations owned or leased by Polygram or (ii) leased locations where inventory for all the Debtors aggregating at all such locations (all such locations taken together) of not more than $500,000 in value is located in the ordinary course of a Borrower's business for delivery to purchasers thereofgranted hereby.
(i) Each Debtor agrees from After the occurrence and during the continuance of an Event of Default or the occurrence of an event which with the lapse of time to time to deliver to or the Agent and any Lender such evidence giving of notice would be an Event of Default under Section 7.6 of the existence and identity of such Debtor's Collateral and of its availability as collateral security pursuant hereto (includingCredit Agreement, without limitation, schedules describing all Receivables created or acquired by such Debtor, copies of customer invoices or the equivalent and original shipping or delivery receipts for all merchandise and other goods sold or leased or services rendered, together with such Debtor's warranty of the genuineness thereof, and reports stating the book value of Inventory and Equipment by major category and location), as the Agent or such Lender may request. Each Debtor will promptly notify the Agent and each Lender of any Collateral which such Debtor has determined to have been rendered obsolete, stating the prior book value of such Collateral, its type and location.
(j) Each Debtor will comply with the terms and conditions of any leases, easements, right-of-way agreements or other agreements covering the premises wherein its Collateral is located and any orders, ordinances, laws or statutes of any city, state or other governmental entity, department or agency having jurisdiction with respect to such premises or the conduct of business thereon for which any such non-compliance would have a Material Adverse Effect.
(k) On on failure of any a Debtor to perform any of the covenants and agreements herein contained, the Agent may, may at its option, option perform the same and in so doing may expend such sums as the Agent may reasonably deem advisable in the performance thereof, including including, without limitation limitation, the payment of any insurance premiums, the payment of any taxes, liens and encumbrances, expenditures made in defending against any adverse claim claims and all other expenditures which the Agent may be compelled to make by operation of law or which the Agent may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be repayable by the Debtors such Debtor immediately without notice or demand, shall constitute so much additional Obligations hereby secured hereunder and shall bear interest from the date said amounts are expended at the rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) determined by adding 32% to the Domestic Rate as from time to time in effect with any change in such rate per annum as so determined by reason of a change in such Domestic Rate to be effective on the date of such change in said Domestic Rate (such rate per annum as so determined being hereinafter referred to as the "DEFAULT RATEDefault Rate"). No such performance of any covenant or agreement by the Agent on behalf of any Debtor a Debtor, and no such advancement or expenditure therefor, shall relieve any such Debtor of any default under the terms of this Agreement or in any way obligate the Agent or any Lender to take any further or future action with respect thereto. The Agent, in making any payment hereby authorized, may do so according to any xxxx, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim. The Agent, in performing any act hereunder, shall be the sole judge of whether the relevant Debtor is required to perform same under the terms of this Agreement. The Agent is hereby authorized to charge any depository or other account of any Debtor maintained with the Agent but excluding all accounts of any Debtor in a fiduciary capacity for the amount of such sums and amounts so expended.
(l) Each Debtor warrants that such Debtor has not transacted business, and does not transact business, under any trade names except as set forth on Schedule B. Each Debtor agrees that it will not change its name or transact business under any trade names without first giving the Agent 30 days' prior written notice of its intent to do so.
(m) Each Debtor agrees to execute and deliver to the Agent such further agreements and assignments or other instruments and to do all such other things as the Agent may deem necessary or appropriate to assure the Agent its security interest hereunder, including such financing statement or statements or amendments thereof or supplements thereto or other instruments as the Agent or the Required Lenders may from time to time require in order to comply with the Uniform Commercial Code as enacted in the State of Illinois and any successor statute(s) thereto (the "CODE"). Each Debtor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to any Debtor wherever the Agent in its sole discretion desires to file the same. In the event for any reason the law of any other jurisdiction than Illinois becomes or is applicable to the Collateral or any part thereof, or to any of the Obligations, each Debtor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion deems necessary or appropriate to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction to at least the same extent as such security interests would be protected under the Code. If any Collateral is in the possession or control of any Debtor's agents or processors and unless the Agent requests otherwise, such Debtor agrees to notify such agents or processors in writing of the Agent's security interests therein, and upon the Agent's request instruct them to hold all such Collateral for the Agent's account and subject to the Agent's instructions. The Debtors agree to xxxx their books and records to reflect the security interests of the Agent in the Collateral.
Appears in 1 contract
Samples: Supporting Subsidiary Security Agreement (Lasalle Partners Inc)
