Covenants Relating to Collateral. Debtor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Covenants Relating to Collateral. Debtor hereby agrees (a) to perform all acts that may reasonably be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party Collateral Agent therein and the perfection and priority of such Lien, except subject to for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation of any provision of any Transaction Document, (ii) in any material respect violation of any applicable law, rule or regulation, or (iiiii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any CollateralCollateral other than Permitted Liens; (d) without 15 days 30 days' written notice to Secured PartyCollateral Agent, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles Receivables are kept and kept, (ii) not to change Debtor's state keep Collateral consisting of incorporation; chattel paper at any location other than its chief executive office set forth in item 1 of Attachment 2 hereto, and (iii) not to keep Collateral consisting of Equipment or Inventory at any location other than the locations set forth in item 6 of Attachment 2 hereto, (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party Collateral Agent to perfect, maintain and protect its Lien hereunder and the priority thereof thereof, subject to Permitted Liens, and to deliver promptly upon the request of Secured Party to Collateral Agent all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured PartyCollateral Agent's interest in the Collateral; and (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles Receivables in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantsAgent.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Digital Lightwave Inc)
Covenants Relating to Collateral. Debtor Each Company hereby agrees (a) to perform all acts that may be reasonably necessary to maintain(i) maintain and preserve the Collateral, preserveordinary wear and tear and casualty events excepted and (ii) to the extent required hereunder, to protect and perfect the Collateral, the Lien granted to the Collateral Agent for the benefit of itself and the Secured Party Parties therein and the perfection and priority of such Lien, except for subject to Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens (other than Permitted Liens) and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days 10 days’ prior written notice to Secured Partythe Collateral Agent and taking such actions as may be reasonably required to maintain perfection of the security interests granted hereunder, (i) not to change Debtor's name or such Company’s name, place of business (or, if Debtor such Company has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; formation or type of legal entity, (ef) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Collateral Agent’s Lien hereunder to the extent required hereby and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instrumentsthereof; (fg) to appear in and defend any action or proceeding which may affect its title to or the Collateral Agent’s or Secured Party's Parties’ interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party the Collateral Agent with such records and such other reports and information relating to the Collateral as Secured Party the Collateral Agent may reasonably request from time to time; (i) except pursuant to a transaction permitted by, and subject to the terms of, Section 4.14 of the Indenture, not to surrender or lose possession ofof (other than to the Collateral Agent for the benefit of itself and the Secured Parties), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor such Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral if in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, (iii) in connection with settlement of litigation where such Company is the plaintiff, and (iiiiv) non-exclusive licenses and similar arrangements for the use of the property of Debtorsuch Company; (j) if requested by Secured Partythe Collateral Agent, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party the Collateral Agent indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Partythe Collateral Agent; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect; and (m) on no more than one occasion per year unless an Event of Default has occurred and is continuing, to permit Secured Party the Collateral Agent and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor such Company and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountants,.
Appears in 1 contract
Samples: Security Agreement (Nextnav Inc.)
Covenants Relating to Collateral. Debtor As security for the Obligations, the Company hereby agrees (ai) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien Subordinated Security Interest (subject only to Permitted Encumbrances) granted to Secured Party Parties therein and the perfection and priority of such LienSubordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lenders, except for and to Permitted LiensEncumbrances); (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; (eiii) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by the Secured Party Parties to perfect, maintain and protect its Lien Secured Parties' Subordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lender, and to Permitted Encumbrances) hereunder and the priority thereof and to deliver promptly upon the request of the Secured Party Parties all originals of Collateral consisting of instruments, investment property, or other Collateral for which possession of originals is necessary; (fiv) to appear in and defend any action or proceeding which may affect its the Company's title to or Secured Party's Parties' interest in the Collateral; and (gv) if Secured Party gives value to enable Debtor to acquire rights except for in or connection with sales of inventory in the use ordinary course of any Collateralbusiness, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession ofof (other than to Secured Parties), sell, encumber, lease, rent, lease or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except (other than the Senior Security Interest granted to the Senior Lenders and Permitted Liens; Encumbrances). The Company shall provide each Secured Party with at least 30 days' prior written notice of the Company's desire to change the holders of the Senior Security Interests from time to time as needed to help in the financing activities of the Company, and provided that Debtor may sellthe Company is not then in default with respect to the Obligations, lease, transfer, license or otherwise dispose of any the holders of the Collateral in Senior Security Interests may be changed so long as the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject maximum indebtedness to the security interest granted hereby; (k) to collectSenior Security Interest does not exceed $4,000,000 of Senior Security Interest, enforce and receive delivery of without written agreement from the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantsParties.
Appears in 1 contract
Samples: Guarantee and Security Agreement (Alpine 4 Technologies Ltd.)
Covenants Relating to Collateral. Debtor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's ’s name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's ’s records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's ’s state of incorporation; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's ’s interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's ’s affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Covenants Relating to Collateral. Debtor hereby agrees until such time as the Obligations are paid in full at Debtor's sole cost and expense (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to the Secured Party therein in the Collateral in the state of incorporation of Debtor and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental chargescharges (including patent fees), all Liens Liens, and all other charges now or hereafter imposed upon or affecting any Collateral; (dc) without 15 at least thirty (30) calendar days prior written notice to the Secured Party, (i) not to change Debtor's name or principal place of business (oror the location of its assets, if Debtor has more than one place except in the ordinary course of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; (ed) to procure, execute and deliver from time to time any endorsements, assignments, financing statements in Debtor's state of incorporation, notices of lien on deposit accounts, and other writings reasonably deemed necessary or appropriate by the Secured Party to perfect, maintain and protect its Lien hereunder in Debtor's state of incorporation and the priority thereof and thereof; (e) to deliver promptly upon provide assistance to the request of Secured Party all originals in perfecting, maintaining and enforcing the Lien in Debtor's state of Collateral consisting of instrumentsincorporation; and (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, transfer or otherwise dispose of or transfer any Collateral, provided, that licensing of the Collateral or right or interest therein except with respect to Permitted Liensshall be acceptable, and to keep the Collateral free of all Liens except Permitted Liens; provided that . If Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) fails to comply with all material requirements of law relating to the productionabove covenants, possession, operation, maintenance and control Secured Party may seek specific performance of the Collateral (including covenants and the Fair Labor Standards Act); and (m) prevailing party shall be entitled to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantsattorneys' fees.
Appears in 1 contract
Covenants Relating to Collateral. (a) Debtor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien lien granted to Secured Party therein and the perfection and first priority of such Lienlien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days 30 days' written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles Receivables are kept kept, and (ii) not to change Debtor's state keep Collateral consisting of incorporationchattel paper at any location other than its chief executive office and in which account Secured Party has a perfected first-priority security interest; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or 4 appropriate by Secured Party to perfect, maintain and protect its Lien lien hereunder and the priority thereof and to deliver promptly upon the request of to Secured Party all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) except as permitted under the Note, not to surrender or lose possession ofof (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles Receivables in accordance with past practice until otherwise notified by Secured Party; and
(l1) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral Collateral.
(including the Fair Labor Standards Act); and (mb) Debtor agrees to permit take all actions reasonably requested by Secured Party to assign Debtor's leasehold interest in the premises located at 5115 Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 xx the Secured Party and, if and its representatives the right, at any time during normal business hours, upon reasonable prior noticewhen requested by Secured Party, to visit and inspect use its best efforts to obtain the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and landlord's written consent to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantssuch assignment.
Appears in 1 contract
Covenants Relating to Collateral. Debtor hereby agrees covenants and agrees:
(a) Subject to the terms of the Pledge Agreement, to perform all acts that may be necessary (including such actions as Secured Party may reasonably request) to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; , it being agreed and understood that Debtor is not required to obtain account control agreements in favor of Secured Party;
(b) not Not to create or suffer to exist any Lien upon any Collateral, except Permitted Liens;
(c) Not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; ;
(cd) to To pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; ;
(de) without 15 days Without written notice to Secured Party, (i) not to change Debtor's name or name, place of business (or, if Debtor has more than one place of business, its chief executive office), location of any material portion of the Collateral or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and kept, (ii) not to change Debtor's state of incorporation; ;
(ef) to To procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; thereof;
(g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not Not to surrender or lose possession ofof (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; Debtor and (jiv) if requested by Secured Party, to type, print the sale or stamp conspicuously on factoring of the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating promissory notes that such chattel paper is subject were issued to the security interest granted hereby; Company by former employees of the Company;
(kh) to To collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; ;
(li) To maintain, at its expense, insurance policies insuring the Collateral against loss or damage by fire, theft, explosion, sprinklers and all other hazards and risks, such policies to (i) be of a type and in coverage amounts as are customary to businesses similar to Company's and (ii) name Secured Party as loss payee thereunder;
(j) To comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral Collateral; and
(including the Fair Labor Standards Act); and (mk) to To permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers directors and independent public accountantsofficers.
Appears in 1 contract
Covenants Relating to Collateral. Debtor hereby agrees As security for the Obligations, the Note Parties hereby, jointly and severally, agree (ai) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien Subordinated Security Interest (subject only to Permitted Encumbrances) granted to Secured Party therein and the perfection and priority of such LienSubordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lender, except for and to Permitted LiensEncumbrances); (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; (eiii) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by the Secured Party to perfect, maintain and protect its Lien Secured Party’s Subordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lender, and to Permitted Encumbrances) hereunder and the priority thereof and to deliver promptly upon the request of the Secured Party all originals of Collateral consisting of instruments, investment property, or other Collateral for which possession of originals is necessary; (fiv) to appear in and defend any action or proceeding which may affect its the Note Parties' title to or Secured Party's ’ interest in the Collateral; and (gv) if Secured Party gives value to enable Debtor to acquire rights except for in or connection with sales of inventory in the use ordinary course of any Collateralbusiness, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession ofof (other than to Secured Party), sell, encumber, lease, rent, lease or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except (other than the Senior Security Interest granted to the Senior Lender and Permitted Liens; Encumbrances). The Note Parties shall provide Secured Party with at least 30 days’ prior written notice of the Note Parties’ desire to change the holders of the Senior Security Interests from time to time as needed to help in the financing activities of the Note Parties, and provided that Debtor may sellthe Note Parties are not then in default with respect to the Obligations, lease, transfer, license or otherwise dispose of any the holders of the Collateral in Senior Security Interests may be changed so long as the ordinary course maximum indebtedness to the Senior Security Interest does not exceed $6,500,000 of business consisting of (i) Senior Security Interest, without written agreement from the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Covenants Relating to Collateral. Debtor Company hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party Collateral Agent therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all material taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days prior written notice to Secured PartyCollateral Agent, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's Company’s state of incorporation; , (ef) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party Collateral Agent to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateralthereof; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, sell or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except Permitted LiensCollateral; provided that Debtor Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventorygrant Permitted Liens, (ii) sales sell inventory, (iii) dispose of worn-out or obsolete equipment, and (iiiiv) non-exclusive grant licenses and similar arrangements for the use of the property of Debtor; Company in the ordinary course of business and (jv) sell, transfer or exclusively license its Zenemark ® Library, including all intellectual property rights related to such Zenemark ® Library, provided that Company shall use the net proceeds of such sale, transfer or exclusive license to prepay the Senior Notes on a pari passu basis, provided that if requested by Secured Partyany surplus remains after paying such Notes in full, then such surplus shall be used to typeprepay any Subordinated Notes on a pari passu basis. In the event of a sale of the Zenemark ® Library, print or stamp conspicuously on the face of including all original copies of all Collateral consisting of chattel paper a legend satisfactory intellectual property rights related to Secured Party indicating that such chattel paper is subject to Zenemark ® Library, as described in this Section 4(g)(v), (i) the security interest granted hereby; in such Collateral shall be automatically released and (kii) to collectCollateral Agent, enforce and receive delivery on behalf of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) Lenders, is hereby authorized to comply with all material requirements of law relating enter into any agreements or instruments necessary to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantsevidence such release.
Appears in 1 contract
Samples: Security Agreement (Znomics, Inc.)
Covenants Relating to Collateral. Debtor Grantor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for subject to Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) not to move any of the Collateral from its current location at the Fairfield Location or at the premises leased by the Grantor at 00 Xxxxxx Xxxxxx, Boonton, New Jersey (the “Boonton Location”), or between these two locations, without the prior consent of Secured Party, provided however, that Grantor shall be permitted to move, in one or more transactions, Collateral which at the time of such move has a current fair market value, in the aggregate, of less than $500,000 without Secured Party’s prior consent; (d) to pay promptly when due all taxes and other governmental charges, all Liens (other than Permitted Liens) and all other charges now or hereafter imposed upon or affecting any CollateralCollateral except for such charges or taxes being contested in good faith by appropriate proceedings and for which adequate reserves are maintained in accordance with GAAP (and no foreclosure proceedings are in effect on the Liens granted hereunder); (d) without 15 days written notice to Secured Party, (ie) not to change Debtor's Grantor’s name or place state of business (or, if Debtor has more than one incorporation or principal place of business, its chief executive office), or change the office in which Debtor's Grantor’s records relating to accounts receivable and payment intangibles are kept kept, in each case without 30 days’ prior written notice to Secured Party; and (ii) not to change Debtor's state of incorporation; (ef) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect subject to Permitted Liens); provided, and to keep the Collateral free of all Liens except Permitted Liens; provided however, that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject shall execute and deliver to Grantor any UCC termination statements and any additional documents or instruments as the security interest granted hereby; (k) Company shall reasonably request to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) evidence a termination pursuant to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantsSection 7 hereof.
Appears in 1 contract
Covenants Relating to Collateral. Debtor As security for the Obligations, the Company hereby agrees (ai) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien Subordinated Security Interest (subject only to Permitted Encumbrances) granted to Secured Party Parties therein and the perfection and priority of such LienSubordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lender, except for and to Permitted LiensEncumbrances); (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; (eiii) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by the Secured Party Parties to perfect, maintain and protect its Lien Secured Parties' Subordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lender, and to Permitted Encumbrances) hereunder and the priority thereof and to deliver promptly upon the request of the Secured Party Parties all originals of Collateral consisting of instruments, investment property, or other Collateral for which possession of originals is necessary; (fiv) to appear in and defend any action or proceeding which may affect its the Company's title to or Secured Party's Parites' interest in the Collateral; and (gv) if Secured Party gives value to enable Debtor to acquire rights except for in or connection with sales of inventory in the use ordinary course of any Collateralbusiness, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession ofof (other than to Secured Parties), sell, encumber, lease, rent, lease or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except (other than the Senior Security Interest granted to the Senior Lender and Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any Encumbrances). The Secured Parties agree to allow changes to the holders of the Collateral Senior Security Interests and that those Senior Security Parties may be changed from time to time as needed to help in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use financing activities of the property of Debtor; (j) if requested by company but the dollar value shall not exceed $1,400,000 in Senior Security Interest without written agreement from the Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantsParties.
Appears in 1 contract
Covenants Relating to Collateral. Debtor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's ’s name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's ’s records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's ’s state of incorporation; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's ’s interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with wit h such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel chat tel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's ’s affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Covenants Relating to Collateral. Each Debtor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party Collateral Agent therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days 30 days’ written notice to Secured PartyCollateral Agent, (i) not to change such Debtor's name ’s name, or place of business (or, if such Debtor has more than one place of business, its chief executive office), or the office in which such Debtor's ’s records relating to accounts receivable and payment intangibles are kept and kept, (ii) not to change such Debtor's ’s state of incorporation; incorporation or any organizational identification number assigned by its jurisdiction of organization, (eiii) not to keep Collateral consisting of chattel paper at any location other than its chief executive office set forth in item 1 of Schedule B hereto, and (iv) not to keep Collateral consisting of equipment or inventory at any location other than the locations set forth in item 4 of Schedule B hereto, (f) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party Collateral Agent to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party to Collateral Agent all originals of Collateral consisting of instruments; (fg) to appear in and defend any action or proceeding which may affect its title to or Secured Party's Collateral Agent’s interest in the Collateral; (gh) if Secured Party Collateral Agent gives value to enable such Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (hi) to keep separate, accurate and complete records of the Collateral and to provide Secured Party Collateral Agent with such records and such other reports and information relating to the Collateral as Secured Party Collateral Agent may reasonably request from time to time; (ij) not to surrender or lose possession ofof (other than to Collateral Agent), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sellexcept, leasein each case, transfer, license or otherwise dispose of any of as permitted under the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of DebtorPurchase Agreement; (jk) if requested by Secured PartyCollateral Agent, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party Collateral Agent indicating that such chattel paper is subject to the security interest granted hereby; (kl) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured PartyCollateral Agent; (lm) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (mn) to permit Secured Party Collateral Agent and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of such Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss such Debtor's ’s affairs, finances and accounts with its directors, officers and independent public accountants; and (m) to promptly notify Collateral Agent in writing if such Debtor acquires a Commercial Tort Claim, and to provide a summary description of such claim, and grant to Collateral Agent in writing a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent.
Appears in 1 contract
Covenants Relating to Collateral. Debtor Each Company hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to the Collateral Agent for the benefit of itself and the Secured Party Parties therein and the perfection and priority of such Lien, except for subject to Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days 30 days’ prior written notice to Secured Partythe Collateral Agent, (i) not to change Debtor's such Company’s name or place of business (or, if Debtor such Company has more than one place of business, its chief executive office), or the office in which Debtorsuch Company's records relating to accounts receivable and payment intangibles are kept and kept, (ii) not to change Debtor's such Company’s state of incorporation; formation or type of legal entity, and (eiii) not to keep Collateral consisting of chattel paper at any location other than its executive office set forth in item 1 of Schedule B hereto, (f) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party the Collateral Agent to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon to the request of Secured Party Collateral Agent all originals of Collateral consisting of instruments; (fg) to appear in and defend any action or proceeding which may affect its title to or the Collateral Agent’s or Secured Party's Parties’ interest in the Collateral; (gh) if Secured Party gives Parties give value to enable Debtor such Company to acquire rights in or the use of any Collateral, to use such value for such purpose; (hi) to keep separate, accurate and complete records of the Collateral and to provide Secured Party the Collateral Agent with such records and such other reports and information relating to the Collateral as Secured Party the Collateral Agent may reasonably request from time to time; (ij) except as to leases entered into in the ordinary course of business, not to surrender or lose possession ofof (other than to the Collateral Agent for the benefit of itself and the Secured Parties), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor such Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral if (X) the proceeds are used to repay the Obligations in accordance with the terms of the Loan Agreement and Promissory Notes, including payments to be made to the FCC or the U.S. Treasury from such proceeds under the Consent Decree, or (Y) in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, (iii) in connection with settlement of litigation where such Company is the plaintiff, and (iiiiv) non-exclusive licenses and similar arrangements for the use of the property of Debtorsuch Company; (jk) if requested by Secured Partythe Collateral Agent, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party the Collateral Agent indicating that such chattel paper is subject to the security interest granted hereby; (kl) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Partythe Collateral Agent; (lm) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (mn) to permit Secured Party the Collateral Agent and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor such Company and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's such Company’s affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Covenants Relating to Collateral. Debtor hereby agrees covenants and agrees:
(a) Subject to the terms of the Pledge Agreement, to perform all acts that may be necessary (including such actions as Secured Party may reasonably request) to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; , it being agreed and understood that Debtor is not required to obtain account control agreements in favor of Secured Party;
(b) not Not to create or suffer to exist any Lien upon any Collateral, except Permitted Liens;
(c) Not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; ;
(cd) to To pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; ;
(de) without 15 days Without written notice to Secured Party, (i) not to change Debtor's name or ’s name, place of business (or, if Debtor has more than one place of business, its chief executive office), location of any material portion of the Collateral or the office in which Debtor's ’s records relating to accounts receivable and payment intangibles are kept and kept, (ii) not to change Debtor's ’s state of incorporation; ;
(ef) to To procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; thereof;
(g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not Not to surrender or lose possession ofof (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; Debtor and (jiv) if requested by Secured Party, to type, print the sale or stamp conspicuously on factoring of the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating promissory notes that such chattel paper is subject were issued to the security interest granted hereby; Company by former employees of the Company;
(kh) to To collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; ;
(li) To maintain, at its expense, insurance policies insuring the Collateral against loss or damage by fire, theft, explosion, sprinklers and all other hazards and risks, such policies to (i) be of a type and in coverage amounts as are customary to businesses similar to Company’s and (ii) name Secured Party as loss payee thereunder;
(j) To comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral Collateral; and
(including the Fair Labor Standards Act); and (mk) to To permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's ’s affairs, finances and accounts with its directors, officers directors and independent public accountantsofficers.
Appears in 1 contract
Covenants Relating to Collateral. Debtor hereby Company covenants and agrees with Collateral Agent and Investors that from and after the date of this Security Agreement and until the date of termination of this Security Agreement in accordance with the terms hereof:
(a) to Company shall (i) perform all acts that may be necessary to maintain, preserve and protect the Collateral and to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party Collateral Agent therein and the perfection and priority (subject to Permitted Liens) of such Lien, except for Permitted Liens; (bii) not to use or permit any Collateral to be used (iA) in violation in any material respect of any applicable law, rule or regulation, or (iiB) in violation of any policy of insurance covering the Collateral; (ciii) to pay promptly when due all taxes and other governmental charges, all Liens obligations to which any Lien is related and all other charges and other obligations now or hereafter imposed upon or affecting any Collateral; (div) not, without 15 30 days prior written notice to Secured PartyCollateral Agent, (iA) not to change Debtor's Company’s name or place of business (or, if Debtor Company has more than one place of business, its chief executive office), or the office in which Debtor's Company’s records relating to accounts receivable and payment intangibles are kept and or (iiB) not to change Debtor's Company’s state of incorporation; , entity type or state organizational number, (ev) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party Collateral Agent to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party Collateral Agent all originals of Collateral consisting of instruments; .
(fb) to appear in Company covenants and defend agrees that upon the acquisition of any action or proceeding which may affect its title to or Secured Party's fee interest in real property it will promptly (and in any event within five (5) business days of acquisition) notify Collateral Agent of the Collateral; acquisition of such real property and will grant to Collateral Agent, for the benefit of Collateral Agent and the Investors, a mortgage or other real property security instrument on each fee interest in real property now or hereafter owned by Company and shall deliver such other documentation and opinions, in form and substance satisfactory to Collateral Agent, in connection with the grant of such mortgage or security instrument as Collateral Agent shall request, including title insurance policies, financing statements, fixture filings and environmental audits and Company shall pay all recording costs, intangible taxes and other fees and costs (gincluding reasonable attorneys fees and expenses) if Secured Party gives value incurred in connection therewith. Such mortgage or other real property security instrument shall be prior to enable Debtor to acquire rights in or the use of any Collateralall Liens other than Permitted Liens. Company acknowledges and agrees that, to use such value for such purpose; (h) to keep separatethe extent permitted by applicable law, accurate and complete records all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property.
(c) Company shall promptly (and in any event within five (5) business days of receipt thereof), notify Collateral Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party and, upon request of Collateral Agent, authorize the filing of additional financing statements or amendments to provide Secured Party with such records existing financing statements and do such other reports acts or things deemed necessary or desirable by Collateral Agent to give Collateral Agent, perfected security interest in any such Commercial Tort Claim, prior to all Liens other than Permitted Liens.
(d) Company shall promptly (and information relating to the in any event within five (5) business days of acquiring or obtaining such Collateral) notify Collateral as Secured Party may reasonably request from time to time; Agent in writing upon (i) not to surrender or lose possession of, sell, encumber, lease, rent, acquiring or otherwise dispose of or transfer obtaining any Collateral or right or interest therein except after the date hereof consisting of Trademarks, Patents, Copyrights, licenses with respect to Permitted Liensany of the foregoing, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sellInvestment Property, leaseChattel Paper (electronic, transfertangible or otherwise), license Documents, Instruments or otherwise dispose of Letter-of-Credit Rights or (ii) any amount payable under or in connection with any of the Collateral being or becoming evidenced after the date hereof by any Chattel Paper, Documents or Instruments and, in each such case upon the request of Collateral Agent and in accordance with Section 6 hereof, promptly execute such other documents, or if applicable, deliver such Chattel Paper, Documents, Instruments, other possessory collateral or certificates evidencing any Investment Property (other than the Excluded Investment Property) in accordance with Section 6 hereof and do such other acts or things reasonably deemed necessary or desirable by Collateral Agent to protect Collateral Agent’s Lien therein.
(e) At the request of Collateral Agent, Company shall obtain an authenticated control agreement, in form and substance satisfactory to Collateral Agent, from each bank holding a Deposit Account for Company and each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for Company.
(f) Company shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except (A) expressly permitted by the Purchase Agreement, (B) sales, assignments or other dispositions of inventory in the ordinary course of business consisting of (i) the sale of inventorybusiness, (iiC) sales sales, assignments or other dispositions of worn-out or obsolete equipmentequipment no longer used or useful in the business of Company in the ordinary course of business, (D) licenses of intellectual property pursuant to a non-exclusive license granted to others not interfering in any material respect with the business of Company, and (iiiE) non-licenses of intellectual property pursuant to an exclusive licenses and similar arrangements for license with respect to geographic location, limited time duration or field of use granted to others not interfering in any material respect with the use business of Company, or (ii) create or permit to exist any Lien upon or with respect to any of the property Collateral, except for Permitted Liens. The inclusion of Debtor; (j) if requested by Secured Party, proceeds in the Collateral shall not be deemed to type, print constitute Collateral Agent’s consent to any sale or stamp conspicuously on the face other disposition of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control any of the Collateral (including except as expressly permitted in this Security Agreement or the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantsPurchase Agreement.
Appears in 1 contract
Covenants Relating to Collateral. Debtor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulationApplicable Law, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days 30 days’ prior written notice to Secured Party, (i) not to change Debtor's ’s name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's ’s records relating to accounts receivable and payment intangibles are kept and kept, (ii) not to change Debtor's ’s state of incorporation; , (eiii) not to keep Collateral consisting of chattel paper at any location other than its chief executive office set forth in item 1 of Schedule B hereto, and (iv) not to keep Collateral consisting of equipment or inventory at any location other than the locations set forth in item 5 of Schedule B hereto, (f) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the validity and priority thereof or to enable Secured Party to exercise and enforce its rights and remedies hereunder, and to deliver promptly upon the request of to Secured Party all originals of Collateral consisting of instruments; (fg) to appear in and defend any action or proceeding which may affect its title to or Secured Party's ’s interest in the Collateral; (gh) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (hi) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (ij) not to surrender or lose possession ofof (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (jk) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (kl) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (lm) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (mn) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's ’s affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Samples: Security Agreement (Zap)
Covenants Relating to Collateral. Debtor hereby agrees agrees:
(a) to perform all acts that may be necessary to maintain, preserve, preserve and protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; ;
(b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; ;
(c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; ;
(d) without 15 days written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its the Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instruments; thereof;
(fe) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; ;
(gf) if to all times keep in a manner reasonably satisfactory to the Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and will keep such Collateral insured to provide the extent similarly situated companies insure their assets. The Secured Party with shall be entitled, at reasonable times and intervals after reasonable notice to Debtor, to enter Debtor's premises for purposes of inspecting the Collateral and Debtor books and records relating thereto. Notwithstanding the foregoing, should no Event of Default have occurred and be continuing, Secured Party shall be entitled to inspection pursuant to this subsection (f) no more than twice a year;
(g) to (i) notify the Secured Party of any material claim made or asserted against the Collateral by any person or entity and of any change in the composition of the Collateral or other event which could be reasonably expected to materially adversely affect the value of the Collateral or either Secured Party's Lien thereon; (ii) furnish to the Secured Party such records statements and schedules further identifying and describing the Collateral and such other reports and other information relating to in connection with the Collateral as either Secured Party may reasonably request, all in reasonable detail; and (iii) upon request from time of the Secured Party make such demands and request for information and reports as the Borrower is entitled to timemake in respect of the Collateral; and
(ih) not to surrender create or lose possession of, sell, encumber, lease, rent, permit to be created or otherwise dispose of or transfer allow to exist any Collateral or right or interest therein except with respect to Permitted Liens, and to keep Lien on the Collateral free (except Liens for taxes and wages, Liens created under this Agreement, Liens arising as a matter of all law, Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral arising in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipmentbusiness, and (iiiPermitted Liens) non-exclusive licenses and similar arrangements for unless such Lien is subordinated to the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory Lien granted to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantsunder this Security Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Autotradecenter Com Inc)
Covenants Relating to Collateral. Debtor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulationApplicable Law, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days 30 days' prior written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and kept, (ii) not to change Debtor's ’s state of incorporation; , (eiii) not to keep Collateral consisting of chattel paper at any location other than its chief executive office set forth in item 1 of Schedule B hereto, and (iv) not to keep Collateral consisting of equipment or inventory at any location other than the locations set forth in item 5 of Schedule B hereto, (f) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the validity and priority thereof or to enable Secured Party to exercise and enforce its rights and remedies hereunder, and to deliver promptly upon the request of to Secured Party all originals of Collateral consisting of instruments; (fg) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; (gh) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (hi) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (ij) not to surrender or lose possession ofof (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (jk) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (kl) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (lm) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (mn) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's ’s affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Samples: Security Agreement (Zap)
Covenants Relating to Collateral. Debtor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's ’s name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's ’s records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's ’s state of incorporation; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's ’s interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purposesuchpurpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's Xxxxxx’s affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Covenants Relating to Collateral. Debtor Company hereby agrees (a) to perform all acts that may be necessary (as reasonably determined by Collateral Agent, acting at the direction of Majority Note Holders) to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party Collateral Agent therein and the perfection and priority of such Lien, except for Permitted Liens; (b) to perform all acts that may be necessary (as reasonably determined by Collateral Agent, acting at the direction of Majority Note Holders) to maintain, preserve and protect the Collateral; (c) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in material violation of any policy of insurance covering the Collateral; (cd) to pay promptly when due all taxes and other governmental charges, all Liens (except for Permitted Liens) and all other charges now or hereafter imposed upon or affecting any Collateral, except to the extent being contested by the Company in good faith; (de) without 15 days 10 days’ written notice to Secured PartyCollateral Agent and the Investors, (i) not to change DebtorCompany's name or place of business (or, if Debtor Company has more than one place of business, its chief executive office), or the office in which DebtorCompany's records (if any) relating to accounts receivable and payment intangibles are kept kept, and (ii) not to change Debtor's Company’s state of incorporation; , (ef) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party Collateral Agent (acting at the direction of Majority Note Holders) to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party any Investor all originals of Collateral consisting of instruments; . Without limiting any other provision of this Security Agreement, in the event Company or any subsidiary of the Company creates or acquires any material asset(s) that would be Collateral, the Company shall promptly notify the Collateral Agent and the Investors of such creation or acquisition, and the Company or such subsidiary shall take all actions reasonably requested by the Collateral Agent (facting at the direction of Majority Note Holders) to appear in and defend any action or proceeding which may affect its title to or Secured Party's perfect a security interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Actasset(s); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Samples: Security Agreement (10X Capital Venture Acquisition Corp. III)
Covenants Relating to Collateral. Debtor hereby agrees (a) Borrowers shall not take any of the following actions or make any of the following changes unless Borrowers have given at least thirty (30) days prior written notice to perform Administrative Agent of Borrowers' intention to take any such action (which such written notice shall include an updated version of Schedules 3.1, 3.17, 3.20 and/or 10.2(b), as applicable) and have executed any and all acts that documents, instruments and agreements and taken any other actions with Administrative Agent may be necessary request after receiving such written notice in order to maintain, preserve, protect and perfect preserve the Liens, rights and remedies of Administrative Agent with respect to the Collateral: (i) change the legal name or organizational identification number of any Borrower, (ii) change the Lien granted jurisdiction of incorporation or formation of any Borrower or allow any Borrower to Secured Party therein designate any jurisdiction as an additional jurisdiction of incorporation for such Borrower, or (iii) move any Collateral to or place any Collateral on any location that is not listed on Schedule 10.2(b) and/or establish any business location at any location that is not listed on Schedule 3.20 (it being acknowledged, for the avoidance of doubt, that no notice to Administrative Agent shall be required in connection with the movement of any Collateral from one location that has previously been disclosed to Administrative Agent and appropriately listed on Schedules 3.20 and/or 10.2(b) to another such locations that has previously been disclosed to Administrative Agent and appropriately listed on Schedules 3.20 and/or 10.2(b)) provided that, notwithstanding anything to the perfection and priority contrary in the foregoing, Borrowers may at any time without any notice to Administrative Agent (x) move any Collateral consisting of equipment to a location that is not listed on Schedule 10.2(b) in connection with any repair, refurbishment, upgrade or exchange of such Lienequipment and (y) return to the applicable vendor or seller any Inventory or other goods purchased by any Borrower that are not satisfactory to Borrowers for the purposes of returning such Inventory or other goods for a refund, except exchanging such Inventory or other goods for Permitted Liens; satisfactory Inventory or goods, or allowing such vendor or seller to repair or correct the deficiencies of such Inventory or other goods.
(b) Borrowers shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than credits and discounts in the Ordinary Course of Business and in amounts which are not material with respect to the Account or with respect to the overall relationship with the Account Debtor) without the prior written consent of Administrative Agent, provided that, notwithstanding anything to the contrary contained in the foregoing, Borrowers may without the prior written consent of Administrative Agent either (x) grant discounts on Accounts that have previously been billed or invoiced in an amount not to use exceed five percent (5%) of the original amount of such bill or permit any Collateral invoice or (y) accept returns of Products in the ordinary coxxxx of business with respect to be used (i) in violation in any material respect Accounts that have previously been billed or invoiced, but further provided that, if the effect of any applicable law, rule such discounts granted or regulation, returns accepted as permitted by the foregoing clauses (x) and (y) shall be a reduction in the amount of Borrowers' Accounts by an aggregate amount of $25,000 or (ii) in violation more since the date of any policy the last delivery of insurance covering the Collateral; (c) a Borrowing Base Certificate by Borrower to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's name or place of business Administrative Agent (or, if Debtor has more than one place later, the last delivery of business, its chief executive officea notice under this proviso by Borrowers to Administrative Agent), Borrowers shall deliver to Administrative Agent within one (1) Business Day written notice of such discounts granted and returns accepted specifying which accounts have been subject to such discounts and returns and in what amounts. Without limiting the generality of Sections 4.17, 10.5 or 11.2 of this Agreement or any other provisions of any of the office in which Debtor's records Financing Documents relating to accounts receivable the rights of Administrative Agent after the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to the obligation of any Account Debtor to make payment intangibles are kept or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts.
(c) If Borrowers shall acquire any Chattel Paper, letter of credit rights, commercial tort claim, document or investment property not listed on Schedule 10.2(g), which such property, in any such case, constitutes part of the Collateral, Borrowers shall, within five (5) Business Days of the acquisition of any such property, give written notice to change Debtor's state Administrative Agent of incorporation; the acquisition of such property (ewhich such written notice shall include an updated version of Schedule 10.2(g). Borrowers shall execute and deliver any documents, agreements or instruments and take any other actions (and shall cause any necessary third parties to execute and deliver any documents, agreements or instruments and take any other actions) as Administrative Agent may request from time to procuretime in order for Administrative Agent to perfect, preserve or protect the Liens, rights and remedies of Administrative Agent with respect to any such newly acquired property.
(d) Without limiting the generality of Sections 10.2(g) or 10.3(b):
(i) Borrowers shall deliver to Administrative Agent all tangible Chattel Paper and all Instruments owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Administrative Agent. Borrowers shall provide Administrative Agent with "control" (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Administrative Agent identified as the assignee of the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Administrative Agent all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will mark conspicuously all such Chattel Paper and all such Instruments wxxx a legend, in form and substance satisfactory to Administrative Agent, indicating that such Chattel Paper and such Instruments are subject to the security interests and Liens in favor of Administrative Agent created pursuant to this Agreement and the Security Documents.
(ii) Borrowers shall deliver to Administrative Agent all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Administrative Agent. Borrowers shall take any and all actions as may be necessary or desirable, or that Administrative Agent may request, from time to time, to cause Administrative Agent to obtain exclusive "control" (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Administrative Agent.
(iii) Borrowers shall promptly advise Administrative Agent upon any Borrower becoming aware that it has any interests in any commercial tort claim that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Administrative Agent such documents as Administrative Agent shall request to perfect, preserve or protect the Liens, rights and remedies of Administrative Agent with respect to any such commercial tort claim.
(e) No Accounts or Inventory or other material Collateral shall at any time be in the possession or control of any warehouse, consignee, bailee or any of Borrowers' agents or processors without prior written notice to Administrative Agent and the receipt by Administrative Agent, if Administrative Agent has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Administrative Agent prior to the commencement of such possession or control. Borrowers shall, upon the request of Administrative Agent, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Administrative Agent created pursuant to this Agreement and the Security Documents, instruct such Person to hold all such Collateral for Administrative Agent's account subject to Administrative Agent's instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for from such Person that such Person holds the Collateral for Lender's benefit.
(f) Borrowers shall cause all material equipment and other tangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are reasonably necessary to such end. Upon request of Administrative Agent, Borrowers shall promptly deliver to Administrative Agent any and all certificates of title, applications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Administrative Agent to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate other than real estate that is part of the Collateral unless Administrative Agent has given its prior written consent.
(g) Without limiting the generality of Section 4.12, each Borrower hereby authorizes Administrative Agent to file without the signature of such Borrower one or more UCC financing statements relating to all or any part of the Collateral, which financing statements may list Administrative Agent as the "secured party" and such Borrower as the "debtor" and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Financing Documents (including an indication of the collateral covered by any such financing statement as "all assets" of such Borrower now owned or hereafter acquired), in such jurisdictions as Administrative Agent from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or amendments to any such financing statements, in any such case in order for Administrative Agent to perfect, preserve or protect the Liens, rights and remedies of Administrative Agent with respect to the Collateral.
(h) Borrowers shall promptly notify Administrative Agent in writing upon creation or acquisition by any Borrower of any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable Law. Upon the request of Administrative Agent, Borrowers shall take such steps as may be necessary or desirable, or that Administrative Agent may request, to comply with any such applicable Law.
(i) Without limiting or contradicting any of the provisions of Sections 4.1, 10.3(b) 10.3(c) or any other provisions of the Financing Document requiring the delivery by Borrowers to Administrative Agent and/or the Lenders of any reports, certificates, information or schedules, Borrowers shall furnish to Administrative Agent from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary schedules further identifying or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of describing the Collateral and to provide Secured Party with such records and such any other information, reports and information relating to or evidence concerning the Collateral as Secured Party Lender may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Covenants Relating to Collateral. Debtor Company hereby agrees (a) to comply with the provisions set forth in Attachment 1 hereto and not to otherwise encumber the Collateral other than by Permitted Liens or by the security interest granted to the Escrow Agent for the benefit of itself or the Class pursuant to this Security Agreement; (b) to deliver to the Escrow Agent, contemporaneous with NWI’s quarterly interest payment, a compliance confirmation from a senior officer that NWI is in compliance with the Required Ratio; (c) to provide notice to the Escrow Agent at least five (5) business days prior to the Company granting any security interest in the Collateral other than pursuant to this Security Agreement; (d) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein herein and the perfection and priority of such Lien, except for Permitted LiensLiens or as otherwise permitted hereby; (be) not to use or permit any Collateral to be used (i1) in violation in any material respect of any applicable law, rule or regulation, or (ii2) in violation of any policy of insurance covering the Collateral; (cf) to pay promptly when due all material taxes and other governmental charges, all Liens (other than the security interests created hereby and Permitted Liens) and all other charges now or hereafter imposed upon or affecting any Collateral, except to the extent being contested in good faith by appropriate proceedings; (dg) without 15 days written notice to Secured Partythe Escrow Agent, (i) not to change Debtor's (1) Company’s name or place of business (or, if Debtor Company has more than one place of business, its chief executive office), or (2) the office in which Debtor's Company’s records relating to accounts receivable and payment intangibles are kept and to any location outside of the State of California, or (ii3) not to change Debtor's Company’s state of incorporation; (eh) without prior written consent of the Escrow Agent, not to change the office in which Company’s records relating to accounts receivable and payment intangibles are kept to any location outside of the United States; and (i) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party the Escrow Agent to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party the Escrow Agent all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Covenants Relating to Collateral. Debtor Company hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party Collateral Agent therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days 30 days' written notice to Secured PartyCollateral Agent, (i) not to change DebtorCompany's name or place of business (or, if Debtor Company has more than one place of business, its chief executive office), or the office in which DebtorCompany's records relating to accounts receivable and payment intangibles are kept and kept, (ii) not to change Debtor's state Company’s jurisdiction of incorporation; , (iii) not to keep Collateral consisting of chattel paper at any location other than its chief executive office set forth in item 1 of Schedule B hereto, and (iv) not to keep Collateral consisting of equipment or inventory at any location other than the locations set forth in item 4 of Schedule B hereto, (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party Collateral Agent to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party to Collateral Agent all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured PartyCollateral Agent's interest in the Collateral; (g) if Secured Party Collateral Agent gives value to enable Debtor Company to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party Collateral Agent with such records and such other reports and information relating to the Collateral as Secured Party Collateral Agent may reasonably request from time to time; (i) not to surrender or lose possession ofof (other than to Collateral Agent), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of DebtorCompany; (j) if requested by Secured PartyCollateral Agent, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party Collateral Agent indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured PartyCollateral Agent; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act)Collateral; and (m) to permit Secured Party Collateral Agent and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor Company and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's Company’s affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Covenants Relating to Collateral. Debtor hereby agrees (a) to perform, or cause to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien lien granted to the Secured Party Parties therein and the perfection and first priority of such Lien, except for Permitted Lienslien; (b) not to use or permit any Collateral change Company’s address without 30 days’ prior written notice to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the CollateralSecured Parties; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by the Secured Party Parties to perfect, maintain and protect its Lien lien hereunder and the priority thereof and thereof, or cause such acts to deliver promptly upon the request of Secured Party all originals of Collateral consisting of instrumentsbe performed; (fd) to appear in and defend any action or proceeding which may affect its Company’s title to or Secured Party's ’s interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (le) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral; and (f) to at all times keep at least one complete set of Company’s records concerning the Collateral and shall make such records available for inspection by the Secured Parties at such reasonable times as the Secured Parties may request. Secured Parties hereby agree, upon payment in full of amounts due under that certain Secured Promissory Note dated the date hereof made out by Debtor in favor of the Secured Parties (including the Fair Labor Standards Act); payment of any amounts held in escrow pursuant to the terms of a Holdback and (mEscrow Agreement by and among the Debtor, the Secured Parties and the Escrow Agent thereunder) to permit Secured Party procure, execute and its representatives deliver any and all filings, forms and other writings reasonably deemed necessary or appropriate by the rightDebtor to terminate the lien hereunder, at any time during normal business hours, upon reasonable prior notice, or to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and cause such acts to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantsbe performed.
Appears in 1 contract
Samples: Note and Security Agreement (Implant Sciences Corp)
Covenants Relating to Collateral. Debtor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; provided that Debtor may contest taxes in good faith and by appropriate proceedings; (d) without 15 days 30 days' written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and kept, (ii) not to change Debtor's state of incorporation; , (eiii) not to keep Collateral consisting of chattel paper at any location other than its chief executive office set forth in item 1 of Schedule B hereto, and (iv) not to keep Collateral consisting of equipment or inventory at any location other than the locations set forth in item 6 of Schedule B hereto, (f) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien Xxxx hereunder and the priority thereof and and, subject to the provisions of the security agreement with any Senior Lender, to deliver promptly upon the request of to Secured Party all originals of Collateral consisting of instruments; (fg) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; (g) if Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any all or substantially all of the Collateral or right or interest therein except with respect to Permitted Liens, and to keep the Collateral free of all Liens except other than Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (mk) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountants; and (l) not to maintain any deposit account at a bank with respect to which Secured Party has not entered into a control agreement sufficient to perfect its security interest in such deposit account; provided, however, that at any time when the Inventory Purchase Commitment is equal to or less than $4,500,000, Debtor may maintain deposit accounts at any bank so long as it has used its commercially reasonable efforts to obtain a control agreement from such bank sufficient to perfect Secured Party's security interest in any such deposit account. Secured Party agrees that it will not exercise its rights under any control agreement unless an Event of Default has occurred and is continuing.
Appears in 1 contract
Covenants Relating to Collateral. Debtor As security for the Obligations, the Company hereby agrees (ai) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien Subordinated Security Interest (subject only to Permitted Encumbrances) granted to Secured Party therein and the perfection and priority of such LienSubordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lender, except for and to Permitted LiensEncumbrances); (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; (eiii) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by the Secured Party to perfect, maintain and protect its Lien Secured Party's Subordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lender, and to Permitted Encumbrances) hereunder and the priority thereof and to deliver promptly upon the request of the Secured Party all originals of Collateral consisting of instruments, investment property, or other Collateral for which possession of originals is necessary; (fiv) to appear in and defend any action or proceeding which may affect its the Company's title to or Secured Party's interest in the Collateral; and (gv) if Secured Party gives value to enable Debtor to acquire rights except for in or connection with sales of inventory in the use ordinary course of any Collateralbusiness, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession ofof (other than to Secured Party), sell, encumber, lease, rent, lease or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except (other than the Senior Security Interest granted to the Senior Lender and Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any Encumbrances). The Secured Party agrees to allow changes to the holders of the Collateral Senior Security Interests and that those Senior Security Interests may be changed from time to time as needed to help in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use financing activities of the property of Debtor; (j) if requested by company but the dollar value shall not exceed $7,000,000 in Senior Security Interest without written agreement from the Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Samples: Guarantee, Mortgage and Security Agreement (Alpine 4 Technologies Ltd.)
Covenants Relating to Collateral. Debtor As security for the Obligations, the Company hereby agrees (ai) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien Subordinated Security Interest (subject only to Permitted Encumbrances) granted to Secured Party Parties therein and the perfection and priority of such LienSubordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lenders, except for and to Permitted LiensEncumbrances); (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; (eiii) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by the Secured Party Parties to perfect, maintain and protect its Lien Secured Parties’ Subordinated Security Interest (subject only to the Senior Security Interest granted to the Senior Lender, and to Permitted Encumbrances) hereunder and the priority thereof and to deliver promptly upon the request of the Secured Party Parties all originals of Collateral consisting of instruments, investment property, or other Collateral for which possession of originals is necessary; (fiv) to appear in and defend any action or proceeding which may affect its the Company's title to or Secured Party's Parties’ interest in the Collateral; and (gv) if Secured Party gives value to enable Debtor to acquire rights except for in or connection with sales of inventory in the use ordinary course of any Collateralbusiness, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (i) not to surrender or lose possession ofof (other than to Secured Parties), sell, encumber, lease, rent, lease or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except (other than the Senior Security Interest granted to the Senior Lenders and Permitted Liens; Encumbrances). The Company shall provide each Secured Party with at least 30 days’ prior written notice of the Company’s desire to change the holders of the Senior Security Interests from time to time as needed to help in the financing activities of the Company, and provided that Debtor may sellthe Company is not then in default with respect to the Obligations, lease, transfer, license or otherwise dispose of any the holders of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; (j) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); and (m) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's affairs, finances and accounts with its directors, officers and independent public accountantsSenior Security Interests may be changed.
Appears in 1 contract
Samples: Guarantee and Security Agreement (Alpine 4 Technologies Ltd.)
Covenants Relating to Collateral. Debtor Company hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party Collateral Agent therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all material taxes and other governmental charges, all material Liens and all other material charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days written notice to Secured Party, (i) not to change Debtor's name or place of business (or, if Debtor has more than one place of business, its chief executive office), or the office in which Debtor's records relating to accounts receivable and payment intangibles are kept and (ii) not to change Debtor's state of incorporation; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party Collateral Agent to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of Secured Party Collateral Agent all originals of Collateral consisting of instruments; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; (ge) if Secured Party Collateral Agent gives value to enable Debtor Company to acquire rights in or the use of any Collateral, to use such value for such purpose; (h) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (if) not to surrender or lose possession ofof (other than to Collateral Agent), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Debtor; Company, and (jiv) if requested by Secured Party, other dispositions and transfers in an amount not to type, print or stamp conspicuously on exceed $250,000 in the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k) to collect, enforce and receive delivery of the accounts receivable and payment intangibles aggregate in accordance with past practice until otherwise notified by Secured Party; (l) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act)any fiscal year; and (mg) to permit Secured Party Collateral Agent and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor Company and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor's Company’s affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Fluidigm Corp)
Covenants Relating to Collateral. Debtor Investor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 15 days 30 days' written notice to Secured Party, (i) not to change DebtorInvestor's name or place of business (or, if Debtor Investor has more than one place of business, its chief executive office), or the office in which DebtorInvestor's records relating to accounts receivable and payment intangibles are kept and kept, (ii) not to change DebtorInvestor's state of incorporation; , (eiii) not to keep Collateral consisting of chattel paper at any location other than its chief executive office set forth in item 1 of Schedule A hereto, and (iv) not to keep Collateral consisting of equipment or inventory at any location other than the locations set forth in item 4 of Schedule A hereto, (f) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly to upon the request of Secured Party all originals of Collateral consisting of instruments; (fg) to appear in and defend any action or proceeding which may affect its title to or Secured Party's interest in the Collateral; (gh) if Secured Party gives value to enable Debtor Investor to acquire rights in or the use of any Collateral, to use such value for such purpose; (hi) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (ij) not to surrender or lose possession ofof (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except with respect to Permitted Lienstherein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor providedthat Investor may sell, lease, transfer, license or otherwise dispose of any of the Collateral in the ordinary course of business consisting of (i) the sale of inventory, (ii) sales of worn-out or obsolete equipment, and (iii) non-exclusive licenses and similar arrangements for the use of the property of DebtorInvestor; (jk) if requested by Secured Party, to type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper a legend satisfactory to Secured Party indicating that such chattel paper is subject to the security interest granted hereby; (k1) to collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (lm) to comply with all material requirements of law relating to the production, possession, operation, maintenance and control of the Collateral (including the Fair Labor Standards Act); ) and (mn) to permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor Investor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss DebtorInvestor's affairs, finances and accounts with its directors, officers and independent public accountants.
Appears in 1 contract
Samples: Security Agreement (Zann Corp)
