Covenants Regarding Collateral. (a) Shall use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall obtain and deliver to Lender such Third Party Agreements as Lender may request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date);
(d) Shall promptly deliver to Lender all Items, Instruments, Chattel Paper, Investment Property in the form of certificated securities, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed to Lender’s order;
(e) Shall not create any Electronic Chattel Paper without first granting Lender Control thereof pursuant to such measures as Lender shall request;
(f) Shall promptly notify Lender of any patents, trademarks, or copyrights to which a Borrower or a Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary to use any third party’s patents, trademarks, or copyrights;
(g) Shall give Lender at least thirty (30) days written notice before using any trade, assumed, or fictitious name not already disclosed in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance with all applicable laws;
(h) Shall promptly notify Lender of the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as conte...
Covenants Regarding Collateral. Any and all injury to, or loss or destruction of, the Collateral shall be at the Subsidiary's risk, and shall not release the Subsidiary from its obligations hereunder. The Subsidiary agrees not to sell, transfer, assign, dispose of, mortgage, grant a security interest in, or encumber any of the Collateral except as permitted under the Loan Agreement. The Subsidiary agrees to maintain in force such insurance with respect to the Collateral as is required under the Loan Agreement. The Subsidiary agrees to pay all required taxes, liens, and assessments upon the Collateral, its use or operation, as required under the Loan Agreement. The Subsidiary further agrees that the Administrative Agent may, but shall in no event be obligated to, following written notice to the Subsidiary, insure any of the Collateral in such form and amount as the Administrative Agent may deem necessary or desirable if the Subsidiary fails to obtain insurance as required by the Loan Agreement, and that the Administrative Agent may pay or discharge any taxes if the Subsidiary fails to pay such taxes as required by the Loan Agreement or Liens (which are not Permitted Liens) on any of the Collateral, and the Subsidiary agrees to pay any such sum so expended by the Administrative Agent, with interest at the Default Rate, and such amounts shall be deemed to be a part of the Obligations secured by the Collateral under the terms of this Agreement.
Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayed:
(a) Borrower shall not obtain any other loans or other financing secured by an encumbrance, lien, mortgage, security interest or other interest in any of the Collateral, or assign, sell, transfer (voluntarily or by operation of law), or otherwise dispose of any interest in any of the Collateral or the Real Estate.
(b) Borrower shall receive or collect monthly (or otherwise if so provided by the terms of the Collateral Documents) payment of principal and interest pursuant to and in accordance with the terms and conditions of the Collateral Documents.
(c) Prior to the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions of the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence of an Event of Default, Borrower shall not alter, amend, cancel or otherwise change any provision of the Collateral Documents.
(d) In the event Borrower goes into possession of any of the Real Estate, should Bank thereafter decide to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate.
(e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein.
(f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank.
(g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document.
(h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document.
(i) Borrower shall not propose or consent to any plan of reorganizat...
Covenants Regarding Collateral. The Grantor shall:
(a) at all times have rights in, to and under the Collateral;
(b) keep and maintain separate books and records relating to the Collateral at the locations set forth on Schedule 1 in a form satisfactory to the Collateral Agent, and not remove the same without the prior written consent of the Required Lenders, and allow the Collateral Agent and its representatives access to such books and records and to the Collateral, at all reasonable times, for the purpose of examination, verification, copying, extracting and other reasonable purposes as the Collateral Agent may require;
(c) deliver to the Collateral Agent promptly at its request any requested schedules, lists, invoices, bills of lading, documents of title, purchase orders, receipts, chattel paper, instruments and other items relating to the Collateral;
(d) when necessary for the perfection or maintenance of the Collateral Agent's security interest in the Collateral or when reasonably requested to do so by the Collateral Agent, make, stamp or record such entries or legends on any of the Grantor's books and records relating to the Collateral or the Collateral as the Collateral Agent shall reasonably request from time to time;
(e) when necessary or desirable for the perfection of the Collateral Agent's security interest in the Collateral, post notices in and about designated areas where the Collateral or any portion thereof may be stored from time to time as the Collateral Agent shall reasonably request;
(f) notify the Collateral Agent in the event of material loss or damage to any material portion of the Collateral or of any material adverse change in the Collateral, or of any dispute, claim, action proceeding or other occurrence which could materially and adversely affect the interests of the Collateral Agent in the Collateral and, at the request of the Collateral Agent, appear in and defend, at the Grantor's expense, any such action or proceeding;
(g) pay all expenses incurred in the delivery, storage or other handling of the Collateral promptly when due;
(h) not sell, lease or otherwise dispose of, or permit the sale, lease or disposition of, any Collateral except for sales, leases and other dispositions permitted by the terms of the Credit Agreement;
(i) maintain insurance on that portion of the Collateral consisting of Equipment and Inventory, of such types, coverage, form and amount and with duly licensed and reputable companies, and supply the Lenders and the Collateral Agent with...
Covenants Regarding Collateral. (a) The Credit Parties shall defend the Collateral against all claims and demands of all Persons, except for Xxxxxxxxx Xxxxx;
(b) The Credit Parties shall exercise commercially reasonable efforts to obtain and deliver to the Agent such Third Party Agreements as the Agent may request from time to time;
(c) The Credit Parties shall promptly notify Agent of all Items, Instruments, Chattel Paper, and documents which constitute Collateral that evidence an amount payable in excess of $500,000, individually, or $2,000,000, in the aggregate, and, if requested by Agent, shall deliver to the Agent any such items, Instruments, Chattel Paper, and documents appropriately indorsed to the Agent’s order (or, in the case of Items, if requested by Agent, shall promptly deposit same into a Deposit Account subject to the Agent’s Control or otherwise in compliance with Section 2.11(c));
(d) The Credit Parties shall promptly deliver to the Agent all Investment Property in the form of certificated securities, together with appropriate stock transfer powers;
(e) The Credit Parties shall not create any electronic chattel paper evidencing an amount payable in excess (together with Items, Instruments, Chattel Paper, and documents that are or evidence Collateral and are not subject to the Agent’s possession) of $500,000, individually or in the aggregate, without first promptly notifying Agent thereof and, if requested by Agent, granting the Agent Control thereof pursuant to such measures as the Agent shall request;
(f) The Credit Parties shall promptly notify the Agent of any registered (including applications for) patents, trademarks, or copyrights to which a Credit Party or a Subsidiary of a Credit Party acquires title or rights after the Effective Date, whether registered with any domestic or foreign entity or registry (but excluding registrations made solely with a State of the United States or the District of Columbia, unless material) and any license agreements (other than shrink- wrap or off-the-shelf business software acquired in the ordinary course of business) entered into after the Effective Date by any Credit Party or any Subsidiary of a Credit Party authorizing such Credit Party or such Subsidiary to use any third party’s patents, trademarks, or copyrights;
(g) The Credit Parties shall give the Agent at least thirty (30) days written notice before using any trade, assumed, or fictitious name not already disclosed in the Collateral Disclosure Certificate and shall use all...
Covenants Regarding Collateral. Borrower makes the following covenants with Bank regarding the Collateral:
(a) Borrower will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Borrower will use, operate, maintain, service and repair the Equipment in compliance with applicable law and all instructions, warranties, operating manuals released by any supplier of the Equipment or any maintenance organization providing maintenance of such Equipment;
(c) The Equipment will only be operated by employees or authorized agents of Borrower and Borrower will obtain and make available to all users of the Equipment all safety and operating manuals available from the supplier of the Equipment;
(d) Borrower shall not attach or incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accessory to or part of such other item of equipment;
(e) Borrower shall maintain and use the Equipment, at its sole cost and expense, in a good and safe operating order, in like new condition excepting only reasonable wear and tear;
(f) All replacement parts for the Equipment shall be purchased from sources approved by the supplier of the Equipment, according to its specifications and consistent with the requirements of any and all warranties and service agreements. It is the intention of Borrower and Bank that the Equipment shall consist solely of personal property and that the same shall not constitute fixtures under the laws of the State of Florida. Borrower and Bank agree that the Equipment is an shall remain removable from, and not essential to, the premises where the Equipment is located and Borrower hereby covenants and agrees not to affix or install any Equipment to, or in, any real property in such a manner that may cause it to be a fixture;
(g) Provided that Borrower is not in default under this Agreement, Borrower may, at its sole cost and expense, make any alterations, additions, modifications or attachments to the Equipment that do not violate the terms of this Agreement provided that Borrower notifies Bank in advance of such action in writing and provided further that such improvements, in Bank’s reasonable judgment (i) do not reduce the value or general usefulness of the Equipment, (ii) do not impair the certification, performance, safety, quality, capability, use or character of the Equipment or alter the purpose for ...
Covenants Regarding Collateral. Shall, regarding the Collateral:
(a) use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law, regulation or policy of insurance;
(b) as agent for Lender, at Borrower's expense, take any and all actions necessary to defend title to the Collateral against all claims and demands of all Persons and to defend the security interest of Lender in the Collateral and the priority thereof against any Lien, except for Permitted Liens;
(c) except (i) for sales of Inventory in the ordinary course of business, (ii) imposition of Permitted Liens, and (iii) as permitted by the Merger Agreement, not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein, whether now owned or hereinafter acquired; and
Covenants Regarding Collateral. Borrower will not, and will not permit any other Note Party to, in any way hypothecate or create or permit to exist any Lien in any of the Collateral, except for Permitted Liens. Borrower will not, and will not permit any other Note Party to, Dispose of, dividend or otherwise distribute any of the Collateral (other than in connection with a Casualty Event) unless (a) such Disposition is for 100% cash consideration (i) to an unaffiliated third party and (ii) for fair market value (as determined by the Borrower in good faith) and (b) the Net Cash Proceeds of such Disposition are applied to prepay the Principal outstanding under this Note in accordance with and to the extent required under Section 3.2(b).
Covenants Regarding Collateral. While any Obligations remain outstanding, and unless the Lender consents otherwise in writing in its sole and nonreviewable discretion, the Borrower covenants and agrees as follows:
Covenants Regarding Collateral. Shall, regarding the Collateral:
(a) use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) at Bank’s request, obtain and deliver to Bank such waivers as Bank may require waiving the landlord’s, mortgagee’s or other lienholder’s enforcement rights against the Collateral and assuring Bank’s access to the Collateral in the exercise of their rights hereunder;
(d) promptly deliver to Collateral Agent all promissory notes, drafts, trade acceptances, chattel paper, instruments or documents of title which are Collateral, appropriately endorsed to Collateral Agent’s order; and
(e) except for sales of Inventory in the ordinary course of business, not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein.
