Covenants Concerning the Collateral. During the Term, Borrower covenants that it shall:
(a) not dispose of any of the Collateral whether by sale, lease or otherwise except for (i) the sale of Inventory in the ordinary course of business, and (ii) the disposition or transfer in the ordinary course of business during any fiscal year of obsolete and worn-out Equipment having an aggregate fair market value of not more than $10,000 and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Lender's first priority security interest or (y) the proceeds of which are remitted to Lender in reduction of the Obligations;
(b) not encumber, mortgage, pledge, assign or grant any security interest in any Collateral or any of Borrower's other assets to anyone other than Lender and except for Permitted Liens;
(c) place notations upon Borrower's books of account and any financial statement prepared by Borrower to disclose Lender's security interest in the Collateral;
(d) keep and maintain the Equipment in good operating condition, except for ordinary wear and tear, and shall make all necessary repairs and replacements thereof so that the value and operating efficiency shall at all times be maintained and preserved. Borrower shall not permit any such items to become a fixture to real estate or accessions to other personal property;
(e) not extend the payment terms of any Receivable without prompt notice thereof to Lender;
(f) perform all other steps requested by Lender to create and maintain in Lender's favor a valid perfected first security interest in all Collateral (except for Permitted Liens);
(g) defend the Collateral against the claims and demands of all parties; and
(h) cause, at least annually, an appraisal to be performed by an appraiser satisfactory to Lender, of its Equipment and Lender shall have the right in its sole discretion based on such appraisal to decrease the amount of Amortizing Availability to a sum not greater than seventy percent (70%) of the knockdown liquidation value of the Equipment which is acceptable to Lender in its sole discretion and on which Lender has a first perfected security interest, amortizable at a rate to be determined by Lender. In the event Borrower desires that Lender increase the Amortizing Availability, Borrower shall deliver to Lender within sixty (60) days of the Closing Date, a Knockdown liquidation value appraisal of its Equipment performed by an Appraiser satisfactory to Lender and Lender ...
Covenants Concerning the Collateral. (a) Each Borrower shall immediately inform the Administrative Agent of (1) any dispute in excess of $250,000 with a Customer and (2) the bankruptcy, insolvency, receivership, assignment for the benefit of creditors or suspension of business of any material Customer of which such Borrower has knowledge. No Borrower shall compromise or discount any Receivable without the prior written consent of the Administrative Agent except for (i) ordinary trade discounts or allowances for prompt payment, and (ii) prior to the occurrence of an Event of Default, such compromises or discounts that, after giving effect thereto, will not cause the Borrowing Base to be less than the unpaid principal balance of the Revolving Credit Exposure then outstanding.
(b) Upon the written demand of the Administrative Agent following the occurrence of an Event of Default, each Borrower shall establish and maintain a lockbox with the Administrative Agent and shall direct all Customers to make payments on Collateral to such lockbox by printing such direction on all invoices given to Customers. Each Borrower also shall remit to such lockbox or deliver to the Administrative Agent all payments on Collateral received by such Borrower. Such payments shall be remitted or delivered in their original form on the day of receipt. All notes, checks and other instruments so received by each Borrower shall be duly endorsed to the order of the Administrative Agent. The payments remitted to the lockbox and all payments delivered to the Administrative Agent shall be credited to a cash collateral account maintained by the Administrative Agent in the name of the Company over which the Administrative Agent shall have the exclusive power of withdrawal. All collected funds in such cash collateral account shall be applied to the Obligations by the Administrative Agent on each Business Day, whether or not the Obligations are then due.
(c) Upon the occurrence and during the continuation of an Event of Default, to facilitate direct collection of the Collateral, the Administrative Agent shall have the right to take over the post office boxes of the Borrowers or make other arrangements, with which the Borrowers shall cooperate, to receive the mail of each Borrower.
(d) The Borrowers shall execute all other agreements, instruments and documents and shall perform all further acts that the Administrative Agent may require with respect to Receivables owing by the Government to ensure compliance with the Assignment of Cl...
Covenants Concerning the Collateral. Company covenants that from and after the date of this Agreement and until the Obligations are paid in full in cash it shall:
(a) not dispose of any of the Collateral whether by sale, lease or otherwise except for (i) the sale of Inventory in the ordinary course of business, (ii) the disposition or transfer of obsolete surplus, scrap and worn-out Equipment in the ordinary course of business during any fiscal year having an aggregate fair market value of not more than $200,000 (inclusive of amounts disposed of by PI), and (iii) transfers and dispositions in respect of obsolete intellectual property assets;
(b) not encumber, mortgage, pledge, assign or grant any security interest in any Collateral or any of Company’s other assets to anyone other than Secured Party, except for Permitted Encumbrances;
(c) place notations upon Company’s books of account and any financial statement prepared by Company to disclose Secured Party’s security interest in the Collateral;
(d) defend the Collateral against the claims and demands of third parties.
(e) keep and maintain the Equipment in good operating condition, except for ordinary wear and tear, and shall make all necessary repairs and replacements thereof so that the value and operating efficiency shall at all times be maintained and preserved. Company shall not permit any such items to become a fixture to real estate or accessions to other personal property other than when such real estate or other personal property is owned by Company, PI or any of their Subsidiaries and Secured Party has a first priority lien or security interest in such real estate or other personal property;
(f) not extend the payment terms of any material amount of Receivables without prompt notice thereof to Secured Party; and
(g) perform all other steps reasonably requested by Secured Party to create and maintain in Secured Party’s favor a valid perfected first priority security interest in all Collateral.
Covenants Concerning the Collateral. 46 9. Collection and Maintenance of Collateral and Records....................................................47 10. Inspections.............................................................................................49 11.
Covenants Concerning the Collateral. During the Term, the Borrower covenants that it shall:
(a) not dispose of any of the Collateral whether by sale, lease or otherwise except for collection of the Collateral in the ordinary course of business during any fiscal year; and to the extent that the amount of the Loan exceeds the Maximum Loan Amount upon collection of the Collateral, the proceeds of such Collateral shall be remitted to the Lender in reduction of the Obligations;
(b) not encumber, mortgage, pledge, assign or grant any security interest in any of the Collateral to anyone other than the Lender;
(c) keep and maintain the original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Collateral, including without limitation, all original orders and invoices;
(d) perform all other steps reasonably requested by the Lender to create and maintain in the Lender's favor a valid perfected security interest in all of the Collateral; and
(e) defend the Collateral against the claims and demands of all parties.
Covenants Concerning the Collateral. 7.1. Debtor covenants with Coral that while this Security Agreement remains in effect, that except for the security interest herein granted and the deposit of the Collateral with the Escrow Agent under the Escrow Agreement, Debtor is and shall be the owner of or have other transferable rights in the Collateral free from any right or claim of any other person or any Lien, security interest or other encumbrance, and Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interest therein adverse to Coral. 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 security interest, Lien or other encumbrance in the Collateral in favor of any person other than Coral; nor permit any person, other than Coral, to file any financing statement or security interest in the Collateral.
7.2. In the event of (a) a sale, transfer, disposition or reorganization of greater than 50% of the equity of Debtor’s subsidiary, Advantage IQ, Inc, a Washington corporation (“Advantage”), (b) Debtor ceasing to own and control shares of stock of and other equity interests in Advantage representing a majority of the votes entitled to be cast by shareholders of Advantage and a majority of the equity value of Advantage, or (c) the sale, transfer or other disposition of the underlying assets of Advantage outside the ordinary course of business, Debtor agrees to replace the Collateral with substitute Collateral as set forth Section 3.
Covenants Concerning the Collateral. ETL covenants that:
a. ETL covenants, represents and warrants that there are presently no other secured creditors that are able to obtain priority over Secured Party concerning the Collateral or any proceeds of the Collateral, other than Capstone Capital Group I, LLC.
b. ETL agrees to promptly execute and deliver any UCC Financing Statements reasonably requested by Secured Party for perfection or enforcement of this Agreement and the security interests created hereby, and to give good faith, diligent cooperation to Secured Party and to perform such other acts reasonably requested by Secured Party for perfection and enforcement of said security interests.
c. ETL will defend the Collateral against all claims and demands of all persons. ETL will take all steps necessary or advisable to preserve rights against account debtors and other parties. ETL will promptly and fully inform Secured Party of any matter or information that may come to its attention which might impair the Collateral.
d. ETL will execute and deliver to Secured Party, at such times and in such form and containing such terms as Secured Party may require, instruments, documents and agreements evidencing all or any part of the indebtedness and such financing and continuation statements and other instruments as Secured Party may deem necessary or desirable to protect, perfect and preserve the security interest created herein. ETL will pay all reasonable costs of filing and recording incurred by Secured Party in connection with the protection, perfection and preservation of the security interest. Furthermore, ETL irrevocably appoints Secured Party its attorney-in-fact in ETL’s name and on its behalf to make, execute, deliver and file any instruments or documents and to take any action as Secured Party deems necessary or appropriate to protect and preserve the Collateral on behalf of and for the benefit of Secured Party.
Covenants Concerning the Collateral. During the Term, Borrower ----------------------------------- covenants that it shall:
(a) not dispose of any of the Collateral whether by sale, lease or otherwise except for the licensing of intellectual property in the ordinary course of business;
(b) not encumber, mortgage, pledge, assign or grant any security interest in any Collateral or any of Borrower's other assets to anyone other than Lender except (i) as set forth on Schedule 1(A) attached hereto and made a ------------- part hereof and (ii) Permitted Liens;
(c) place notations upon Borrower's books of account and any financial statement prepared by Borrower to disclose Lender's security interest in the Collateral;
(d) defend the Collateral against the claims and demands of all parties.
(f) not extend the payment terms of any Receivable without prompt notice thereof to Lender;
Covenants Concerning the Collateral. Except as set forth in Section 4, the Collateral will remain in Buyer's possession or control. At all times Buyer will bear all expenses and risk of loss with respect to the Collateral.
Covenants Concerning the Collateral. (a) Each Company covenants that from and after the date of this Agreement and until the Obligations are paid in full in cash it shall:
(i) except as permitted under the Loan Agreement, not dispose of any of the Collateral whether by sale, lease or otherwise;
(ii) except as permitted under the Loan Agreement, not encumber, mortgage, pledge, assign or grant any security interest in any Collateral or any of its other assets to anyone other than Secured Party, except for Permitted Liens;
(iii) to the extent required by GAAP, place notations upon any financial statement prepared by such Company to disclose Secured Party's security interest in the Collateral;
(iv) defend the Collateral against the claims and demands of all parties, except as to Permitted Liens;
(v) keep and maintain the Equipment which continues to be used and useful in the ownership of its other assets and/or the operation of its business in good operating condition, except for ordinary wear and tear. Such Company shall not permit any such items to become a fixture to real estate or accessions to other personal property;
(vi) not acquire any (or any rights to any) Inventory or General Intangibles consisting of inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, trademarks, trademark applications, service marks, trade secrets, copyrights, design rights, franchises and/or customer lists; and
(vii) perform all other steps reasonably requested by Secured Party to create and maintain in Secured Party's favor a valid perfected first priority security interest in all Collateral.
(b) Notwithstanding the foregoing, REH covenants that from and after the date of this Agreement and until the Obligations are paid in full in cash it shall not acquire any Collateral consisting of Investment Property.
