Debtor's Agreements. Debtor agrees:
(a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral;
(b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement;
(c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, and this obligation shall survive the termination of this Security Agreement;
(d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party;
(e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceeds;
(f) that Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and
(g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in any Schedule provided however, as long as no event of default has occurred and is continuing hereunder, then upon prepayment, in whole or in part of a Schedule, Collateral will be released in accordance with the last two (2) sentences of Section 1, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement.
Debtor's Agreements. The Debtor expressly warrants and covenants as follows:
Debtor's Agreements. Each Debtor covenants and agrees that, until payment in full of all of the Loans and other Obligations, unless Required Lenders shall otherwise give prior written consent, each Debtor shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 9.
(a) To defend at such Debtor's own cost and expense any action, proceeding or claim affecting the Collateral.
(b) To promptly pay all Secured Party Expenses upon demand by Collateral Agent or Required Lenders, including all fees and expenses relating to the Escrow Agreement and the Lockbox Agreement.
(c) To pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Agreement or any other Loan Document and this obligation shall survive the termination of this Agreement.
(d) To use its best efforts to cause the Settlement Agreement to be entered into as soon as possible after the date hereof and to cause the REC III Loan Settlement to occur.
(e) That such Debtor will not misuse, fail to keep in good repair, secrete, or without the prior written consent of Required Lenders and notwithstanding the Collateral Agent's and Lender's claim to proceeds, sell, rent, lend, encumber or transfer any of the Collateral.
(f) That Collateral Agent or a Lender may enter upon such Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and such Debtor's books and records pertaining to the Collateral and such Debtor shall assist Secured Party in making such inspection.
(g) That the security interest granted by such Debtor to Collateral Agent on behalf of Lenders shall continue effective irrespective of the payment of the Obligations, so long as there are any obligations of any kind, including obligations under guaranties or assignments, owed by any Debtor to Collateral Agent or any Lender.
(h) Mxxx and identify the Collateral with all information and such manner as Collateral Agent or Required Lenders may request from time-to-time and replace promptly any such markings or identification which are removed, de laced or destroyed.
(i) Indemnify and hold Collateral Agent and each Lender harmless from and against all claims, losses liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings and any and all costs and expense in connection therewith (including attorney's fees) arising out of or in any manner connected...
Debtor's Agreements. (a) Debtor will warrant and defend its title to and Secured Party's interest in the Collateral against any adverse claimant. Debtor will promptly take all reasonable and appropriate steps to collect the Collateral. Debtor will not agree to a material modification of the terms of any Account without the written consent of Secured Party, other than in connection with the Debtor's standard sales programs as existing on the date of this Agreement, if in any such case such amendment, modification or waiver would be reasonably likely to impair the collectability of any receivable or materially adversely affect the rights of Bank with respect thereto or hereunder.
(b) Notwithstanding the security interest in Proceeds granted herein, Debtor will not sell, transfer, assign or otherwise dispose of any interest in the Collateral, except as authorized in this Agreement or in writing by Secured Party, and Debtor will keep the Collateral (including Proceeds) free from unpaid charges, including taxes and assessments, and from all encumbrances other than those in favor of Secured Party.
(c) Secured Party may require that Debtor (i) deposit all payments on the Accounts in a special bank account over which Secured Party alone has power of withdrawal, and (ii) direct each account debtor to send remittances to an address designated by Secured Party. Secured Party may hold the funds in the account as security, or apply the funds to pay the Obligations.
(d) Debtor will furnish Secured Party all information Secured Party may request with respect to the Collateral. Debtor will notify Secured Party promptly of any event that could have a material adverse effect on the aggregate value of the Collateral or on the Security Interest, or any change in Debtor's location, name, identity or organizational structure.
(e) Debtor will keep accurate books and records regarding the Collateral and will allow Secured Party to inspect and make copies (including electronic copies) of its books and records as provided in Credit Agreement executed by Debtor and Secured Party of even date herewith. Secured Party may make test verifications of the Collateral.
Debtor's Agreements. Until payment in full of the Notes, the Debtor will perform or cause to be performed the following agreements:
Debtor's Agreements. Debtor agrees:
(a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral;
(b) to pay reasonable attorneys' fees and other reasonable expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement;
(c) to pay all taxes, assessments, license fees and other public or private charges levied or assessed against the Collateral unless the foregoing are being contested
(d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party;
(e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceeds;
(f) that within 48 hours prior notice to Debtor Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection.
Debtor's Agreements. Xxxxxx agrees as follows:
(a) To do, make, procure, execute and deliver all acts, things, writings and assurances as Xxxxxxx may at any time reasonably request, to protect, assure or enforce its interests, rights and remedies pursuant to this Assignment.
(b) At any time while a Default exists or after the occurrence of an Event of Default (as those terms are defined in , upon Lenders’ request, to notify the Escrow Agent in writing of the fact of this Assignment and direct such parties to make payment direct to Lenders of any monies, accounts and general intangibles included in the Collateral; provided that the foregoing shall in no manner impair Lenders’ right to notify such obligors as elsewhere herein provided.
Debtor's Agreements. Until payment in full of the Secured Indebtedness, the Debtors jointly and severally will perform or cause to be performed the following agreements:
Debtor's Agreements. Debtor agrees:
(a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral;
(b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement;
Debtor's Agreements. Debtors have provided Creditor with access to all of their valid, binding and enforceable agreements, contracts, licenses and leases, including their amendments or supplements, as listed in Exhibit 2.7, other than those (a) entered into in the ordinary course of business, (b) that are consistent with past practices and (c) do not exceed a term of 12 months or an expenditure of $10,000 individually and $50,000 collectively, or (d) require a performance not exceeding $10,000 individually and $50,000 collectively. Debtors believe that the parties to these agreements have in all material respects performed their respective obligations, that the consummation of these transactions will not impair Debtors' rights under these agreements and that no consents or notices to those parties is required except as set forth in Exhibit 2.7.
