Common use of Covenants Concerning Collateral, Etc Clause in Contracts

Covenants Concerning Collateral, Etc. The Borrowers further covenant with the Lenders and the Administrative Agent as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to ss.6, will be kept at those locations listed on the Perfection Certificate and the Borrowers will not remove the Collateral from such locations, without providing at least 30 days prior written notice to the Administrative Agent, (b) except for the security interest herein granted, the Borrowers shall be the owners of the Collateral free from any right or claim of any other person or any Lien, and the Borrowers shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent or any of the Lenders, (c) the Borrowers shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, other than the Administrative Agent and the Permitted Liens, (d) the Borrowers will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Borrowers will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement and (f) the Borrowers will continue to operate, their business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. No sale of Inventory shall be on consignment, approval, or under any other circumstances such that, with the exception of the Borrowers' customary return policy applicable to the return of inventory purchased by the Borrowers' retail customers in the ordinary course, such Inventory may be returned to the Borrowers without the consent of the Administrative Agent. The Borrowers may grant such allowances or other adjustments to the Borrowers' account debtors as the Borrowers may reasonably deem to accord with sound business practice, provided, however, the authority granted the Borrowers pursuant to this ss.8.15 may be limited or terminated by the Administrative Agent at any time in the Administrative Agent's reasonable discretion.

Covenants Concerning Collateral, Etc. The Borrowers Debtor further covenant covenants with the Lenders and the Administrative Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent Secured Party pursuant to ss.6Article IV, will be kept at those locations listed on the Perfection Certificate address listed on the cover page hereof and the Borrowers Debtor will not remove the Collateral from such locations, without providing at least 30 thirty (30) days prior written notice to the Administrative Agent, Secured Party; (b) except for the security interest herein grantedPermitted Liens, the Borrowers Debtor shall be the owners owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lienencumbrance, and the Borrowers Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent or any of the Lenders, Secured Party; (c) except for Permitted Liens, the Borrowers Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, person other than the Administrative Agent Secured Party, Vey, and the Permitted Liens, Oak Harbor; (d) the Borrowers Debtor will keep the Collateral in good order and repair reasonable wear and tear excepted and will not use the same in violation of law or any policy of insurance thereon, ; (e) the Borrowers Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, during regular business hours of the Debtor, and upon reasonable prior written notice to the Debtor; (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement and Agreement; (fg) the Borrowers Debtor will continue to operate, their operate its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. No sale of Inventory shall be on consignment, approval; and (h) the Debtor will not sell or otherwise dispose of, or under offer to sell or otherwise dispose of, the Collateral or any other circumstances such that, with the exception of the Borrowers' customary return policy applicable to the return interest therein except for (i) sales and leases of inventory purchased by the Borrowers' retail customers and licenses of general intangibles in the ordinary coursecourse of business, such Inventory may be returned to the Borrowers without the consent and (ii) so long as no Event of the Administrative Agent. The Borrowers may grant such allowances Default has occurred and is continuing for a period of sixty (60) calendar days, sales or other adjustments to dispositions of obsolescent Collateral in the Borrowers' account debtors as the Borrowers may reasonably deem to accord ordinary course of business consistent with sound business practice, provided, however, the authority granted the Borrowers pursuant to this ss.8.15 may be limited or terminated past practices dispositions permitted by the Administrative Agent at any time in the Administrative Agent's reasonable discretionNote.

Covenants Concerning Collateral, Etc. The Borrowers Each Company further covenant covenants with the Lenders and the Administrative Agent and the Lenders as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to ss.6(S)4, will be kept at those locations listed on the Perfection Certificate and the Borrowers Company will not remove the Collateral from such locations, without providing at least 30 thirty (30) days prior written notice to the Administrative AgentAgent unless such Collateral is removed to another location in which the Administrative Agent has a perfected security interest, (b) except for the security interest herein grantedgranted and Permitted Liens, the Borrowers such Company shall be the owners owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien, and the Borrowers such Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent or any of the LendersLender, (c) the Borrowers such Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, other than the Administrative Agent and the Agent, other than Permitted Liens, (d) the Borrowers such Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (e) such Company will permit the Borrowers Administrative Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) such Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement Agreement, except as permitted by (S)8.8 of the Credit Agreement, (g) such Company has at all times operated and (f) the Borrowers will continue to operate, their its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. No sale of Inventory shall be on consignment, approvalexcept where the failure to do so would not have a Material Adverse Effect and (h) such Company will not sell or otherwise dispose, or under any other circumstances such thatoffer to sell or otherwise dispose, with the exception of the Borrowers' customary return policy applicable to the return of inventory purchased Collateral or any interest therein except for dispositions permitted by the Borrowers' retail customers in the ordinary course, such Inventory may be returned to the Borrowers without the consent (S)9.6 of the Administrative Agent. The Borrowers may grant such allowances or other adjustments to the Borrowers' account debtors as the Borrowers may reasonably deem to accord with sound business practice, provided, however, the authority granted the Borrowers pursuant to this ss.8.15 may be limited or terminated by the Administrative Agent at any time in the Administrative Agent's reasonable discretionCredit Agreement.

Covenants Concerning Collateral, Etc. The Borrowers Debtor further covenant covenants with the Lenders and the Administrative Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent Secured Party pursuant to ss.6Article IV, will be kept at those locations listed on the Perfection Certificate address listed on the cover page hereof and the Borrowers Debtor will not remove the Collateral from such locations, without providing at least 30 thirty (30) days prior written notice to the Administrative AgentSecured Party, (b) except for the security interest herein grantedPermitted Liens, the Borrowers Debtor shall be the owners owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lienencumbrance, and the Borrowers Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent or any of the LendersSecured Party, (c) the Borrowers Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, person other than the Administrative Agent Secured Party except for Permitted Liens and the Permitted Lienscontemplated subordinated security interest set forth on Appendix B, (d) the Borrowers Debtor will keep the Collateral in good order and repair reasonable wear and tear excepted and will not use the same in violation of law or any policy of insurance thereon, (e) the Borrowers Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, during regular business hours of the Debtor, and upon reasonable prior written notice to the Debtor. (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement and Agreement, (fg) the Borrowers Debtor will continue to operate, their operate its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. No sale of Inventory shall be on consignment, approvaland (h) the Debtor will not sell or otherwise dispose, or under any other circumstances such thatoffer to sell or otherwise dispose, with the exception of the Borrowers' customary return policy applicable to the return Collateral or any interest therein except for (i) sales and leases of inventory purchased by the Borrowers' retail customers and licenses of general intangibles in the ordinary coursecourse of business and (ii) so long as no Event of Default has occurred and is continuing for a period of sixty (60) calendar days, such Inventory may be returned to the Borrowers without the consent of the Administrative Agent. The Borrowers may grant such allowances sales or other adjustments to dispositions of obsolescent Collateral in the Borrowers' account debtors as the Borrowers may reasonably deem to accord ordinary course of business consistent with sound business practice, provided, however, the authority granted the Borrowers pursuant to this ss.8.15 may be limited or terminated past practices dispositions permitted by the Administrative Agent at any time in the Administrative Agent's reasonable discretionNotes.

Covenants Concerning Collateral, Etc. The Borrowers Borrower further covenant covenants with the Lenders and the Administrative Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent Lender pursuant to ss.6Section 4, will be kept at those locations listed on the Perfection Certificate Schedule 9(a) and the Borrowers Borrower will not remove the Collateral from such locations, without providing at least 30 days prior written notice to Lender, except for Collateral sold or used in the Administrative Agentordinary course of business, (b) except for the security interest herein grantedgranted and liens permitted by the Credit Agreement, the Borrowers shall Borrower will be the owners owner of the Collateral free from any right lien, security interest or claim of any other person or any Lienencumbrance, and the Borrowers shall Borrower will defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent or any of the LendersLender, (c) the Borrowers shall Borrower will not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, person other than Lender except for liens permitted by the Administrative Agent and the Permitted LiensCredit Agreement, (d) the Borrowers Borrower will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) Borrower will permit Lender, or its designee, to inspect the Borrowers Collateral at any reasonable time, wherever located, (f) Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement unless contested in good faith and Borrower has adequately reserved for the contested taxes, assessments, penalties or other charges, (fg) the Borrowers Borrower will continue to operate, their operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. No sale of Inventory shall be on consignment, approvaland (h) Borrower will not sell or otherwise dispose, or under any other circumstances such thatoffer to sell or otherwise dispose, with the exception of the Borrowers' customary return policy applicable to the return Collateral or any interest therein except for (i) sales of inventory purchased by the Borrowers' retail customers and licenses of general intangibles in the ordinary course, such Inventory may be returned to the Borrowers without the consent course of the Administrative Agent. The Borrowers may grant such allowances business and (ii) sales or other adjustments to dispositions of obsolescent items of equipment in the Borrowers' account debtors as the Borrowers may reasonably deem to accord ordinary course of business consistent with sound business practice, provided, however, the authority granted the Borrowers pursuant to this ss.8.15 may be limited or terminated past practices and permitted by the Administrative Agent at any time in the Administrative Agent's reasonable discretionCredit Agreement.

Covenants Concerning Collateral, Etc. The Borrowers Debtor further covenant covenants with the Lenders and the Administrative Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to ss.6, will be kept at those locations listed on the Perfection Certificate and the Borrowers will not remove the Collateral from such locations, without providing at least 30 days prior written notice to the Administrative Agent, (b) except for the security interest herein grantedgranted and Permitted Liens and except as may be specifically set forth in any insurances or entries of a Vessel in a protection and indemnity association, the Borrowers Borrower shall be the owners owner of the Collateral respecting the Vessels free from any right lien, security interest or claim of any other person or any Lienencumbrance and, and the Borrowers Debtor shall warrant and defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent Lender, and shall, at its expense, cause such claim to be waived in writing or otherwise eliminated to the Lender’s satisfaction within 30 days after such claim shall become due and payable, (b) the Debtor shall not remove, destroy, lease, sell or otherwise dispose of any of the LendersCollateral except as permitted under the terms of the Loan Agreement or the Canadian Mortgage, (c) the Borrowers Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor favour of any person, person other than the Administrative Agent and the Lender except for Permitted Liens, (d) the Borrowers Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Borrowers Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement and Agreement, (f) upon Lender’s request, Debtor will give the Borrowers will continue Lender notice and copies of all other leases, charters or other agreements in the nature thereof entered into from time to operate, their business in compliance time with all applicable provisions respect to the Vessels and having a term of the federal Fair Labor Standards Act, as amendedsix (6) months or longer, and with all applicable provisions of federal, state and local statutes and ordinances dealing with (g) the control, shipment, storage or disposal of hazardous materials or substances. No sale of Inventory Debtor shall effect such registrations as may be on consignment, approval, or under any other circumstances such that, with the exception of the Borrowers' customary return policy applicable to the return of inventory purchased required by the Borrowers' retail customers in Lender from time to time to protect the ordinary course, such Inventory may be returned to the Borrowers without the consent of the Administrative Agent. The Borrowers may grant such allowances or other adjustments to the Borrowers' account debtors as the Borrowers may reasonably deem to accord with sound business practice, provided, however, the authority granted the Borrowers pursuant to this ss.8.15 may be limited or terminated by the Administrative Agent at any time in the Administrative Agent's reasonable discretionsecurity hereof.

Covenants Concerning Collateral, Etc. The Borrowers Borrower further covenant covenants with the Lenders and the Administrative Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to ss.6, will be kept at those locations listed on the Perfection Certificate and the Borrowers will not remove the Collateral from such locations, without providing at least 30 days prior written notice to the Administrative Agent, (b) except for the security interest herein grantedgranted and Permitted Liens and except as may be specifically set forth in any insurances or entries of a Vessel in a protection and indemnity association, (x) the Borrowers Borrower shall be the owners owner of the Collateral respecting DBL 78 free from any right lien, security interest or claim other encumbrance and (y) upon the respective delivery dates of each of DBL 28 and DBH 29 to the Borrower by the builder thereof, the Borrower shall be owner of the Collateral respecting DBL 28 and DBH 29 respectively free from any lien, security interest or other person or any Lienencumbrance, in each case, and the Borrowers Borrower shall warrant and defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent Lender, and shall, at its expense, cause such claim to be waived in writing or any of otherwise eliminated to the LendersLender’s satisfaction within 30 days after such claim shall become due and payable (except with respect to DBL 28 and DBL 29 prior to delivery thereof from the Builder to the Borrower), (c) the Borrowers Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, person other than the Administrative Agent Lender except for Permitted Liens (except with respect to DBL 28 and DBL 29 prior to delivery thereof from the Permitted LiensBuilder to the Borrower), (d) the Borrowers Borrower will keep the Collateral in good order and repair (except with respect to DBL 28 and DBL 29 prior to delivery thereof from the Builder to the Borrower) and will not use the same in violation of law or any policy of insurance thereon, (e) the Borrowers Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement Agreement, and (f) upon Lender’s request, Borrower will give the Borrowers will continue Lender notice and copies of all other leases, charters or other agreements in the nature thereof entered into from time to operate, their business in compliance time with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. No sale of Inventory shall be on consignment, approval, or under any other circumstances such that, with the exception of the Borrowers' customary return policy applicable respect to the return Vessels and having a term of inventory purchased by the Borrowers' retail customers in the ordinary course, such Inventory may be returned to the Borrowers without the consent of the Administrative Agent. The Borrowers may grant such allowances six (6) months or other adjustments to the Borrowers' account debtors as the Borrowers may reasonably deem to accord with sound business practice, provided, however, the authority granted the Borrowers pursuant to this ss.8.15 may be limited or terminated by the Administrative Agent at any time in the Administrative Agent's reasonable discretionlonger.

Covenants Concerning Collateral, Etc. The Borrowers further covenant with the Lenders and the Administrative Agent as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to ss.6Section 6, will be kept at those locations listed on the Perfection Certificate and the Borrowers will not remove the Collateral from such locations, without providing at least 30 thirty (30) days prior written notice to the Administrative Agent, (b) except for the security interest herein grantedgranted and other Permitted Liens, the Borrowers shall be the owners of the Collateral free from any right or claim of any other person or any Lien, and the Borrowers shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent or any of the Lenders, (c) the Borrowers shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, other than the Administrative Agent and the Permitted Liens, (d) the Borrowers will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Borrowers will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement and (f) the Borrowers will continue to operate, their business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, in each case as to (f) where their failure to do so could reasonably be expected to result in a Material Adverse Effect. No sale of Inventory shall be on consignment, approval, or under any other circumstances such that, with the exception of the Borrowers' ’ customary return policy applicable to the return of inventory purchased by the Borrowers' ’ retail customers in the ordinary course, such Inventory may be returned to the Borrowers without the consent of the Administrative Agent. The Borrowers may grant such allowances or other adjustments to the Borrowers' ’ account debtors as the Borrowers may reasonably deem to accord with sound business practice, providedPROVIDED, howeverHOWEVER, the authority granted the Borrowers pursuant to this ss.8.15 Section 8.15 may be limited or terminated by the Administrative Agent at any time in the Administrative Agent's ’s reasonable discretion.