Maintenance of Collateral. Each Debtor shall continually take such steps as are necessary and prudent to protect the interest of Lender in the Collateral including, but not limited to, the following: (a) maintain books and records relating to the Collateral satisfactory to Lender and shall allow Lender or its representatives access to such records and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may require; (b) maintain the Collateral and the books and records relating to the Collateral at the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtor; (c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral; (d) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein; (e) keep the Collateral free of all liens and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 of the Loan Agreement, and will not, without prior consent of Lender contained in an Authenticated Record, sell, transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise except (in cases other than bulk) in the ordinary course of business; (f) notify Lender in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition or the Collateral, or of any other occurrences which could materially and adversely affect the security of Lender; (g) pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral; (h) maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demand; (i) if requested by Lender: (i) xxxx its records evidencing the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately of any of the same; (iv) furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the Collateral.
Appears in 2 contracts
Samples: General Security Agreement, General Security Agreement (Ep Medsystems Inc)
Maintenance of Collateral. Each At any time and from time to time, each Debtor shall continually take will promptly: (a) deliver and pledge to the Collateral Agent, indorsed and/or accompanied by such steps instruments of assignment and transfer in such form and substance as are the Collateral Agent may request, any and all instruments, documents and/or chattel paper as the Collateral Agent may specify in its demand; (b) give, execute, deliver, file, authorize to file and/or record any notice, statement, instrument, document, agreement or other papers that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to create, preserve, perfect, or validate any security interest granted pursuant hereto or to enable the Collateral Agent to exercise and prudent enforce its rights hereunder or with respect to protect such security interest; (c) keep and stamp or otherwise mxxx any and all documents and chattel paper and its individual books and records relating to inventory, accounts and contract rights in such manner as the interest Collateral Agent may reasonably require; (d) permit representatives of Lender the Collateral Agent at any time upon reasonable prior notice to the Debtor, during normal business hours, to inspect its inventory and to inspect and make abstracts from the Debtor's books and records pertaining to inventory, accounts, contract rights, chattel paper, instruments and documents; (e) except as set forth in the Bank Credit Agreement and the Note Purchase Agreement, obtain the Collateral Agent's consent prior to any change of name, address, legal entity status, location of books and records or location of Collateral; (f) deliver to the Collateral Agent a schedule describing with particularly any deposit account, investment property, commodity account, securities account, letter of credit or letter of credit rights which constitutes a part of the Collateral; (g) notify the Collateral Agent of the particulars of the Debtor's rights under any commercial tort claim that have arisen; and (h) cooperate with the Collateral Agent in obtaining control of Collateral consisting of deposit accounts, investment property, letter-of-credit rights or electronic chattel paper, including, but not limited to, to entering into one or more control agreements or assignments as the following:
(a) maintain books and records relating Collateral Agent may request. The right is expressly granted to the Collateral satisfactory Agent, at its discretion, to Lender notify warehousemen or any other persons in possession of Collateral of the Collateral Agent's security interest therein and shall allow Lender to obtain an acknowledgment thereof from such third person and to file one or its representatives access to such records more financing statements under the Uniform Commercial Code naming the Debtor as debtor and the Collateral at all reasonable times and upon reasonable notice Agent as secured party for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may require;
(b) maintain the Collateral and the books and records relating to the Collateral at the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtor;
(c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep the Collateral free of all liens and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 benefit of the Loan Agreement, Secured Lender Group and will not, without indicating therein the types or describing the items of Collateral herein specified. Without the prior written consent of Lender contained in an Authenticated Record, sell, transfer or otherwise dispose of the Collateral or any interest thereinAgent, in bulk or otherwise except (in cases other than bulk) as set forth in the ordinary course of business;
(f) notify Lender Bank Credit Agreement and the Note Purchase Agreement, the Debtor will not file or authorize or permit to be filed in the event of material loss any jurisdiction any such financing or damage to like statement in which the Collateral or Agent, on behalf of any material adverse change in the applicable Debtor’s business, financial condition or Secured Lender Group is not named as the sole secured party. With respect to the Collateral, or of any other occurrences part thereof, which could materially and adversely affect at any time shall come into the security of Lender;
(g) pay all expenses incurred in possession or custody or under the manufacture, delivery, storage or other handling control of the Collateral and all taxes which are Agent or may become a lien on the Collateralany of its agents, promptly when due, and in any event reimburse Lender, on demandassociates or correspondents, for any expenses which purpose, the right is expressly granted to the Collateral Agent, at its discretion, following the occurrence and during the continuation of an Event of Default, to transfer to or register in the name of itself or its nominee for the benefit of the Secured Lender might incur following Group any of the Collateral; to exchange any of the Collateral for other property upon any reorganization, recapitalization or other readjustment and in connection therewith to deposit any of the Collateral with any committee or depositary upon such terms as it may determine; after the occurrence of an Event of DefaultDefault and while such Event of Default is continuing, to notify any account debtor or obligor on an instrument to make payment to the Collateral Agent for the benefit of the Secured Lender Group; and to enforce obligations of such account debtor or obligor; and after the occurrence of an Event of Default and while such Event of Default is continuing, to exercise or cause its nominee to exercise all or any powers with respect to the Collateral with same force and effect as an absolute owner thereof; all without notice (except such notice as may be required by applicable law and cannot be waived) and without liability except to account for property actually received by it. Without limiting the generality of the foregoing, payments, distributions and/or dividends, in satisfying such expenses securities, property or taxescash, which Lender, including without limitation dividends representing stock or liquidating dividends or a distribution or return of capital upon or in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain insurance on respect of the Collateral or any part thereof or resulting from carriers acceptable to Lender any split up, revision or reclassification of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender Collateral or any part thereof or received in exchange for the cost thereofCollateral or any part thereof as a result of a merger, on demand;
(i) if requested consolidation or otherwise, shall be paid directly to and retained by Lender: (i) xxxx its records evidencing the Collateral in a manner satisfactory Agent and held by it until applied as herein provided, as additional collateral security pledged under and subject to Lender so as the terms hereof. The Collateral Agent shall be deemed to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately have possession of any of the same; (iv) furnish Collateral in transit to Lender all information received by either Debtor indicating a material adverse change in the financial standing or set apart for it or any of any Account Debtorits agents, debtor under any General Intangibleassociates, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the Collateralcorrespondents.
Appears in 1 contract
Maintenance of Collateral. Each Debtor Subject to the provisions and rights set forth in the Financing Agreement, the Mortgagor will: not abandon the Collateral; not do or suffer anything to be done which would depreciate or impair the value of the Collateral or the security of this Mortgage; not remove or demolish any of the Improvements; pay promptly for all labor and materials for all construction, repairs and improvements to or on the Collateral; not make any changes, additions or alterations to the Collateral or the Improvements except as required by any applicable governmental requirement or as otherwise approved in writing by the Mortgagee and Purchaser; maintain, preserve and keep the Goods and the Improvements in good, safe and insurable condition and repair and promptly make any needful and proper repairs, replacements, renewals, additions or substitutions required by wear, damage, obsolescence or destruction; promptly restore and replace any of the Improvements, Goods or Equipment which are destroyed or damaged; not commit, suffer, or permit waste of any part of the Mortgaged Property, except for the anticipated and permitted recovery of Minerals; and maintain all grounds and abutting streets, sidewalks and roads in good and neat order and repair. The Mortgagor will (i) cause each of the Lands owned, held or hereafter acquired by or for the Mortgagor and necessary or appropriate to the operation of an in-situ recovery operation, or mine or mines upon the Lands to be kept in full force and effect by the payment of whatever sums may become payable and by the fulfillment of whatever other obligations, and the performance of whatever other acts may be required to the end that forfeiture or termination of each such interest shall continually take be prevented unless the termination, forfeiture or other relinquishment of the interest is authorized by any operating plan or plan of operations then in effect thereunder, (ii) conduct all drilling, mining, exploratory work and related operations and activities in compliance with applicable federal, state and local laws and good and miner-like practice, (iii) maintain the Mortgagor as the sole owner of, and retain its exclusive possession of, all Unpatented Mining Claims, free and clear of all Liens, subject only to the paramount title of the United States, statutory rights of third parties, and Permitted Encumbrances, (iv) timely pay all required federal claim maintenance fees, and timely record and file in the appropriate county and federal offices adequate affidavits and notices of timely payment of such steps fees, and amend, relocate, and locate new mining claims with respect to those Unpatented Mining Claims as are reasonably necessary and prudent to protect the interest of Lender in the Collateral including, but not limited to, the following:
(a) maintain books and records relating to the Collateral satisfactory to Lender and shall allow Lender or its representatives access to such records Mortgagor’s and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may require;
(b) maintain the Collateral and the books and records relating to the Collateral at the applicable DebtorMortgagee’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtor;
(c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep the Collateral free of all liens and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 of the Loan Agreement, and will not, without prior consent of Lender contained in an Authenticated Record, sell, transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise except (in cases other than bulk) in the ordinary course of business;
(f) notify Lender in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition or the Collateral, or of any other occurrences which could materially and adversely affect the security of Lender;
(g) pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demand;
(i) if requested by Lender: (i) xxxx its records evidencing the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately of any of the same; (iv) furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if timely make all payments and perform all obligations to prevent the forfeiture or termination of any portion of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereofLands, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish do all other things necessary to Lender such financial statementspreserve and maintain the right, reports, certificates, lists title and interest of Account Debtors (showing names, addresses, telephone the Mortgagee and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender Purchaser in the exercising of its Collateral. Subject to the rights and methods for verification set forth in Section 3.01 of the Financing Agreement, the Mortgagor shall not abandon all or any portion of the Lands that is producing or capable of commercial production or forfeit, surrender or release any Leases, sublease, operating agreement or other agreement or instrument comprising or affecting the Collateral.. #6 - Mortgage -13-
Appears in 1 contract
Maintenance of Collateral. Each Debtor shall continually take such steps as are necessary and prudent to protect the interest of Lender in the Collateral including, but not limited to, the following:
(a) maintain : Maintain books and records relating to the Collateral satisfactory to Lender and shall allow Lender or its representatives access to such records and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may require;
(b) maintain ; Maintain the Collateral and the books and records relating to the Collateral at the applicable Debtor’s 's address indicated above, at any address listed on Schedule 3.5 A or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment)discretion, upon the request to Lender contained in an Authenticated Record from such Debtor;
(c) execute ; Execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend Collateral including, without limitation, any documentation to give Lender control of all Deposit Accounts, Investment Properties, Letter of Credit Rights, and Electronic Chattel Paper; Defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep the Collateral free of all liens and encumbrances, except buyers of Inventory in the ordinary course of Debtor's business; Except for the security interest of Lender Lender, and liens set forth on Schedule 5.17 of except as permitted pursuant to the Loan Agreement, and Debtor will not, without prior consent of Lender contained in an Authenticated Record, sell, transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise otherwise, except (in cases other than bulk) for the sale of Inventory in the ordinary course of business;
(f) notify ; Notify Lender in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s 's business, financial condition or the Collateral, or of any other occurrences which could materially and adversely affect the security of Lender;
(g) pay ; Pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of a Default or an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain ; Maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors Debtor shall reimburse Lender for the cost thereof, on demand;
(i) if ; and If requested by Lender: (i) xxxx its records evidencing the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and after a Default or an Event of Default inform Lender immediately of any of the same; (iv) prior to a Default or an Event of Default, with respect to material debtors and obligors, and thereafter with respect to all debtors and obligors, furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the Collateral.
Appears in 1 contract
Samples: General Security Agreement (Hudson Technologies Inc /Ny)
Maintenance of Collateral. Each To the extent that Debtor owns Collateral, Debtor shall continually take such steps as are necessary and prudent to protect the interest of Lender in the Collateral including, but not limited to, the following:
(a) maintain books and records relating to the Collateral satisfactory to Lender and shall allow Lender or its representatives access to such records and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may require;
(b) maintain the Collateral and the books and records relating to the Collateral at the applicable Debtor’s 's address indicated above, at any address listed on Schedule 3.5 3.5(b) or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtor;
(c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep the Collateral free of all liens and encumbrances, except for the security interest interests of Lenders, security interests in favor of SWK Funding, LLC which have been subordinated to the security interests of Lender on terms satisfactory to Lender and liens set forth on Schedule 5.17 of the Loan Agreementany other Permitted Liens, and will not, without prior consent of Lender contained in an Authenticated Record, sell, transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise except (in cases other than bulk) in the ordinary course of businessotherwise;
(f) notify Lender in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s 's business, financial condition or the Collateral, or of any other occurrences which could materially and adversely affect the security of Lender;
(g) pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of a Default or an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demand;[Reserved].
(i) if requested by Lender: (iA) xxxx its records evidencing the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (iiB) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iiiC) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and after a Default or an Event of Default inform Lender immediately of any of the same; (ivD) prior to an a Default or Event of Default, with respect to Account Debtors whose Receivables owed to Debtor exceed 10% of all Receivables owed to Debtor, and thereafter with respect to all Account Debtors, furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (vE) immediately notify Lender if any of the Collateral relates to Inventory which, prior to Debtor's rendering of all invoices therefor, has been delivered to or stored on real property for which the landlord or bailee has not executed waivers in form and substance acceptable to Lender; (F) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (viG) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (viiH) fully cooperate with Lender in the exercising of its rights and methods for verification of the Collateral.
Appears in 1 contract
Maintenance of Collateral. Each Debtor shall The Company shall, at any time and from time to time, at its own expense, continually take such steps as are necessary and prudent to protect the security interest of Lender the Collateral Agent in the Collateral including, but not limited towithout limitation, the following:
(a) Keep and maintain the books and records pertaining to the Collateral at the location of its chief executive office, its principal place of business or the location utilized by the Company for the sending of invoices as set forth in Schedule A annexed hereto and will change the same only with 30 days prior written notice to the Collateral Agent and if any Account is or becomes evidenced by an instrument or other writing, deliver same to the Collateral Agent properly endorsed;
(b) In the event of any change in the information provided in Schedule A, the Company shall, at the request of the Collateral Agent, take such steps as the Collateral Agent may deem reasonably necessary or desirable, including, without limitation, the execution and filing of UCC financing statements or amendments thereto, to continue the perfected security interest of the Collateral Agent in the Collateral;
(i) At any reasonable time, and from time to time, and upon prior notice, and, provided no Event of Default then exists, not more often than once during any calendar year, permit the Collateral Agent or any agents or representatives thereof, to examine and make copies of (except if such copies would result in the loss of any attorney-client or other privilege) and abstracts from the financial and accounting books and records of, and visit the properties of, the Company and to discuss the affairs, finances and accounts of the Company with any of its officers or the Company=s independent accountants;
(ii) Not later than March 6, 2000, permit the Collateral Agent to begin to conduct a Field Examination (as defined in the Loan Agreement), and cooperate with the Collateral Agent to complete the Field Examination within thirty (30) days, the reasonable cost of which, along with all other reasonable collateral monitoring expenses will be paid by the Company;
(d) Deliver to the Collateral Agent, promptly at its reasonable request, copies of all schedules, lists, receipts, chattel paper, instruments and other items relating to the Collateral;
(e) If there exists an Event of Default (as defined herein), make, stamp, or record such entries or legends on any of the Company's books and records relating to the Collateral satisfactory to Lender and shall allow Lender or its representatives access to such records and as the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may requireAgent shall reasonably request from time to time;
(bf) maintain Keep the Collateral free of, and the books and records relating to the Collateral at the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtor;
(c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep the Collateral free of from all liens and encumbrances, except for the security interest of Lender granted to the Collateral Agent and liens set forth on Schedule 5.17 of as permitted by the Credit Agreement and the Loan AgreementAgreement and the Company shall not sell, discount (other than discounts for early payment of accounts which are disclosed on invoices or other documents relating to such accounts or other discounts in the ordinary course of business and will not, without prior consent of Lender contained in an Authenticated Record, sellconsistent with past practices), transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise except (in cases other than bulk) in otherwise, without the ordinary course prior written notice to and the written consent of businessthe Collateral Agent;
(fg) Execute and deliver to the Collateral Agent such other and further documents, instruments or writings (including without limitation additional financing statements or continuations to be filed in any jurisdiction) which the Collateral Agent may reasonably deem necessary and/or advisable in order to evidence, effectuate, perfect or maintain the Collateral Agent's security interest in the Collateral and the rights, remedies and other powers available to the Collateral Agent under this Agreement;
(h) Promptly notify Lender the Collateral Agent of the existence of any material claims, liens, security interests, rights or other encumbrances with respect to any of the Collateral;
(i) Promptly notify the Collateral Agent in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition nature or value of the Collateral, Collateral which could result in a Material Adverse Change in the Company or of any other occurrences which change could materially and adversely affect the security interest of Lenderthe Collateral Agent in the Collateral;
(gj) pay Pay all expenses incurred in connection with the manufacturemaintenance, delivery, storage preservation or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, Collateral promptly when due, unless such expenses, taxes or liens are being contested in good faith by appropriate proceedings and no proceeding to enforce any tax liens against the Collateral has begun, and in any event reimburse Lender, on demand, the Collateral Agent for any expenses which Lender it might incur following the occurrence of an Event of Default, in satisfying such expenses expenses, liens or taxes, which Lenderthe Collateral Agent may reasonably incur, in its sole discretion, deems necessary in order to protect the Collateral;
(hk) maintain insurance on Provide at least 30 days prior written notice to the Collateral from carriers acceptable Agent of any change of the Company's name, any trade name, any trade style, its chief executive office, its principal place of business or any address for the payment of any Accounts or such other places where the books and records pertaining to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same Collateral may now or hereafter be kept or maintained by Lenderor on behalf of the Company; and
(l) Keep the Collateral, at its option, the Company's cost and Debtors shall reimburse Lender for the cost thereof, on demand;
(i) if requested by Lender: (i) xxxx its records evidencing the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims madeexpense, in regard to any Collateral good and inform Lender immediately of any of the same; (iv) furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the Collateralmerchantable condition.
Appears in 1 contract
Maintenance of Collateral. Each Debtor shall continually take such steps as are necessary and prudent covenants to protect the interest of Lender in preserve the Collateral includingfor the benefit of the Lender. Without limiting the generality of the foregoing, but not limited to, the followingDebtor shall:
(a) maintain books cause the Equipment to be maintained and records relating to preserved in the Collateral satisfactory to Lender same condition, repair and shall allow Lender or its representatives access to such records working order as when new and the Collateral at make all reasonable times and upon reasonable notice for the purpose of examinationrepairs, inspectionreplacements, verification, copying, extracting additions and other reasonable purposes as Lender may requireimprovements necessary to maintain such Equipment in such good condition;
(b) maintain Inventory sufficient to meet the Collateral and the books and records relating to the Collateral at the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in needs of its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtorbusiness;
(c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateralpreserve all beneficial Related Contracts;
(d) defend assure that (i) no Receivable is or shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in a copy of the Collateral against invoice delivered by Debtor to the Lender and that each Receivable shall be paid in full when due; (ii) no agreement under which any deduction, discount, credit or allowance of any kind may be granted or allowed shall have been or shall thereafter be made by Debtor with any account party except as indicated in writing to the Lender at or before the time such agreement is made; (iii) all adverse claims statements made and adverse demands of third parties at any time claiming all unpaid balances appearing in the same or any interest thereininvoices, documents and agreements relating to each Receivable shall be true and correct in all respects; and (iv) all signatures and endorsements that appear therein shall be genuine and all signatories shall have full capacity to contract;
(e) keep take all commercially reasonable steps necessary to collect all Receivables; and
(f) pay promptly when due all taxes, assessments, or other charges or liens on the Collateral free of all liens or any claims (including claims for labor, materials and encumbrancessupplies) against the Equipment and Inventory; provided that such taxes, except for the security interest of Lender assessments, charges and liens need not be paid if the validity or amount thereof shall be contested in good faith by appropriate proceedings and if the Debtor has set forth aside on Schedule 5.17 of the Loan Agreement, and will not, without prior consent of Lender contained in an Authenticated Record, its books adequate reserves with respect thereto. Debtor shall not sell, transfer lease or otherwise dispose of any item of the Collateral or any interest therein, in bulk or otherwise except (in cases other than bulk) for the sale of Inventory in the ordinary course of business;
(f) notify Lender in business and other sales, leases and dispositions permitted under the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition or the Collateral, or of any other occurrences which could materially Credit Agreement and adversely affect the security of Lender;
(g) pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demand;
(i) if requested by Lender: (i) xxxx its records evidencing not use the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately violation of any of the same; (iv) furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the Collateral.
Appears in 1 contract
Maintenance of Collateral. Each Debtor The Borrower shall continually use its best efforts to take such the following steps as are necessary and prudent to protect the security interest of Lender the Bank in the Collateral including, but not limited to, the followingCollateral:
(a) Keep and maintain all inventory constituting Collateral at the Distribution Centers, or at such other places listed in Schedule II hereto or such other places as may be notified to the Bank pursuant to clause (k) of this Section 3.1; and not remove the same without the prior written consent of the Bank, except, in the ordinary course of the Borrower's business;
(b) Keep and maintain books and records relating to the Collateral in form and substance reasonably satisfactory to Lender the Bank and shall consistent with its past practices and allow Lender the Bank or its representatives access to such books and records and to the Collateral Collateral, at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender the Bank may require;
(bc) maintain Deliver to the Collateral Bank promptly at its reasonable request, true copies of all schedules, lists, invoices, bills of lading, documents of title, purchase orders, receipts, chattel paper, instruments and other items relating to the Collateral;
(d) Make, stamp or record such entries or legends on any of the Borrower's books and records relating to the Collateral at as the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender Bank shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the reasonably request from time to Lender contained in an Authenticated Record from such Debtortime;
(ce) execute Execute and deliver to Lender the Bank such other and further documentation documents, instruments or writings which the Bank may deem reasonably necessary and/or advisable in order to evidence, effectuate effectuate, perfect or perfect its maintain the Bank's security interest in the Collateral;. It is the Bank's present intention not to request delivery to it of warehouse receipts issued by public warehouses at which the Collateral or any portion thereof may be stored, if (i) the invoice value of the Collateral represented thereby is less than 4% of the total invoice value of the Collateral released to the Borrower under deferred payment Letters of Credit on which there are outstanding unmatured Letter of Credit Reimbursement Obligations and (ii) said Collateral does not remain in such public warehouses for more than four consecutive Business Days; provided, that, the Bank retains its right to request such delivery of such warehouse receipts at any time in the exercise of its sole and absolute discretion.
(df) defend Defend the Collateral against all adverse claims claims, liens, security interests, demands and adverse demands other encumbrances of third parties at any time claiming an interest in the same or Collateral which is adverse to any security interest thereingranted to the Bank, other than such claims of buyers in the ordinary course of the Borrower's business and the security interests in favor of the Agent and the banks under the Syndicated Credit Agreement;
(eg) keep Keep the Collateral free of all liens and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 interests in favor of the Loan Agent and the banks under the Syndicated Credit Agreement, and will not, without prior consent of Lender contained in an Authenticated Record, not sell, transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise otherwise, except (in cases other than bulk) in the ordinary course of business;
(fh) notify Lender Notify the Bank in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition or the Collateral, or of any other occurrences which could materially and adversely affect the security interest of Lenderthe Bank therein promptly after the Borrower becomes aware thereof;
(gi) pay Pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due; and reimburse the Bank, and in any event reimburse Lender, on demandwithin five days of written demand therefor, for any expenses which Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lenderincurred, in its sole discretion, deems necessary to satisfy any such liens, expenses or taxes in order to protect the Collateral;
(hj) maintain Maintain insurance on the Collateral from carriers acceptable to Lender of such types, coveragecoverages, form and amount as is usually carried on similar goods by similar enterprises. In enterprises and consistent with the event either Debtor fails to maintain such insurance, practices of the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demandBorrower;
(ik) if requested by Lender: (i) xxxx its records evidencing Give the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately Bank at least 30 days prior written notice of any of the same; (iv) furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing Borrower's principal place of business or chief executive office and, in the event that any Account Debtorinventory constituting Collateral is to be located at any place other than the locations set forth in Schedule I and II hereto, debtor under give the Bank at least 30 days prior written notice of each such intended location; and
(l) For so long as any General Intangibleinventory constituting Collateral is located in any Distribution Center, or obligor under any Receivables; (v) immediately notify Lender if any use its best efforts to segregate and keep separate and apart and readily identifiable all such inventory from all other inventory of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender Borrower in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the CollateralDistribution Center.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Color Tile Inc)
Maintenance of Collateral. Each Debtor shall continually The Issuer at its own expense shall, subject to the existence of Permitted Liens, at all times take such all steps as are reasonably necessary and prudent desirable to protect the its interest of Lender in the Collateral Collateral, including, but not limited towithout limitation, the following:
(a) keep and maintain separate books and records relating to its interest in the Collateral at its chief executive office at the address indicated on the first page of the Note Purchase Agreement (or at another address specified in a notice to the Trustee) in a form reasonably consistent with Prudent Engineering and Operating Practices or another standard satisfactory to the Required Senior Creditors, and not remove the same without the prior written consent of the Trustee (which consent shall only be given at the written direction of the Required Senior Creditors);
(b) if an Event of Default exists, deliver to the Trustee, promptly upon its request therefor, all schedules, lists, invoices, bills of lading, documents of title, purchase orders, receipts, chattel paper, instruments and other items relating to its interest in the Collateral;
(c) when required by applicable law or otherwise necessary or desirable for the perfection or maintenance of the Trustee’s Lien on and security interest in the Collateral or when requested to do so by the Trustee, make, stamp or record such entries or legends on any of the Issuer’s books and records relating to the Collateral satisfactory as the Required Senior Creditors shall reasonably request from time to Lender and shall allow Lender or its representatives access to such records and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may requiretime;
(bd) maintain defend its interest in the Collateral and defend and indemnify the books Trustee and records relating to the Collateral at the applicable Debtor’s address indicated aboveits officers, directors and employees against all claims, Liens, security interests, demands and other encumbrances of third parties at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in time claiming an Authenticated Record from such Debtor;
(c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep its interest in the Collateral free of all liens Liens except the Lien and encumbrances, except for the security interest of Lender granted under the Security Documents and liens set forth on Schedule 5.17 of the Loan Agreement, and will not, without prior consent of Lender contained in an Authenticated Record, sell, transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise except (in cases other than bulk) in the ordinary course of businessPermitted Liens;
(f) notify Lender in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s businesspay, financial condition or the Collateralpromptly when due, or of any other occurrences which could materially and adversely affect the security of Lender;
(g) pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and its interest in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral;
(g) promptly notify, in writing, the Secured Parties of any Lien (other than Permitted Liens) arising out of, or with respect to, its interest in the Collateral of which the Issuer has notice or Knowledge;
(h) maintain insurance on carry out such additional work actions as are from time to time reasonably required in order to generate and transmit energy at and from the Collateral from carriers acceptable to Lender of such types, coverage, form Project in accordance with Prudent Engineering and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demand;Operating Practices; and
(i) if requested provide to the Secured Parties by Lender: (i) xxxx its records evidencing February 1 of each year a certificate of compliance with Environmental Laws in the Collateral in form of Exhibit C hereto, executed by a manner satisfactory to Lender so as to indicate the security interest Responsible Officer of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any each of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately of any of the same; (iv) furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the CollateralIssuers.
Appears in 1 contract
Samples: Indenture of Trust and Security Agreement (Nevada Geothermal Power Inc)
Maintenance of Collateral. Each Debtor shall continually take such steps as are necessary and prudent to protect the interest of Lender the Trustee in the Collateral including, but not limited to, the following:
(a) maintain Maintain books and records relating to the Collateral satisfactory to Lender the Trustee and shall allow Lender the Trustee or its representatives access to such records and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender the Trustee may require;
(b) maintain Maintain the Collateral and the books and records relating to the Collateral at the applicable Debtor’s 's address indicated above, at any address listed on Schedule 3.5 3.1(c) or at such other address as Lender the Trustee shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment)discretion, upon the request to Lender the Trustee contained in an Authenticated Record from such Debtor;
(c) execute Execute and deliver to Lender the Trustee such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend Defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein, except buyers of Inventory in the ordinary course of Debtor's business;
(e) keep Keep the Collateral free of all liens and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 of the Loan AgreementTrustee, and Debtor will not, without prior consent of Lender the Trustee contained in an Authenticated Record, sell, transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise otherwise, except (in cases other than bulk) for the sale of Inventory in the ordinary course of business;
(f) notify Lender Notify the Trustee in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition 's business or the Collateral, or of any other occurrences which could materially and adversely affect the security of Lenderthe Trustee;
(g) pay Pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and in any event reimburse Lenderthe Trustee, on demand, for any expenses which Lender the Trustee might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lenderthe Trustee, in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain Maintain insurance on the Collateral from carriers acceptable to Lender Trustee of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lenderthe Trustee, at its option, and Debtors Debtor shall reimburse Lender the Trustee for the cost thereof, on demand;; and
(i) if If requested by Lenderthe Trustee: (i) xxxx mark its records evidencing the Collateral in a manner satisfactory to Lender xx xhe Trustee so as to indicate the security interest of Lender the Trustee hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately of any of the same; (iv) furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (viiii) fully cooperate with Lender the Trustee in the exercising of its rights and methods for verification of the Collateral.
Appears in 1 contract
Maintenance of Collateral. Each Debtor shall continually take such steps as are necessary and prudent to protect the interest of Lender in the Collateral including, but not limited to, the following:
(a) maintain books The Collateral shall be maintained by the Collateral Agent in a separate non-commingled account and records relating the Collateral Agent shall use reasonable care with respect to the custody, safekeeping and physical preservation of the Collateral in its possession and shall accord the Collateral treatment substantially equal to that which it accords its own property, it being understood that the Collateral Agent in its capacity as such shall not, except as specifically set forth herein or contemplated hereby, have any responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against parties with respect to any Collateral. The Collateral Agent shall have no right of offset against the Collateral with respect to any amounts owed to the Collateral satisfactory to Lender and shall allow Lender Agent, whether or its representatives access to such records not arising under this Agreement, and the Collateral at all reasonable times and upon reasonable notice for the purpose Agent hereby waives any such right of examinationoffset that it may otherwise have. Except as specifically provided herein, inspection, verification, copying, extracting and other reasonable purposes as Lender may require;
(b) maintain the Collateral Agent covenants and the books and records relating to the Collateral at the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtor;
(c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep the Collateral free of all liens and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 of the Loan Agreement, and agrees that it will not, without prior consent of Lender contained in an Authenticated Record, not sell, transfer assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, any of the Collateral or any interest therein, in bulk or otherwise except (in cases other than bulk) in the ordinary course of business;
(f) notify Lender in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition or the Collateral, nor will it create, incur or of permit to exist any other occurrences which could materially and adversely affect the security of Lender;
(g) pay all expenses incurred in the manufacture, delivery, storage Lien or other handling of the Collateral and all taxes which are Transfer Restriction on or may become a lien on the Collateral, promptly when due, and in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demand;
(i) if requested by Lender: (i) xxxx its records evidencing the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating with respect to any of the Collateral; , any interest therein, or any proceeds thereof, except as may be created or permitted by this Agreement.
(iiib) promptly reflect The Pledgor shall not be entitled to receive for its own account any dividends, distributions and other payments relating to the Collateral. The Collateral Agent shall retain such payments (and any such payments which are received by the Pledgor shall be received in its bookstrust for the benefit of the Trust, recordsshall be segregated from other funds of the Pledgor and shall forthwith be paid over to the Collateral Agent), and reports to Lender the rejection of goods, delay in delivery or performanceCollateral Agent shall hold all such payments so retained by, or claims madepaid over to, the Collateral Agent as Collateral hereunder and maintain such Collateral in regard to any Collateral and inform Lender immediately of any of the same; (iv) furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any accordance with this Section. The security interest of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, Agent shall continue in any statesuch payment so retained by, or any departmentpaid over to, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the CollateralAgent.
Appears in 1 contract
Samples: Security and Pledge Agreement (Nab Exchangeable Preferred Trust)
Maintenance of Collateral. Each The Debtor shall continually take such steps as are may be necessary and prudent to protect the interest of Lender Secured Party in the Collateral including, but not limited to, to the following:
(a) maintain books Maintain and records relating to the Collateral satisfactory to Lender and shall allow Lender Secured Party or its representatives access to such records and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender Secured Party may require;
(b) maintain the Collateral and the books and records relating to the Collateral at the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtor;
(c) execute Execute and deliver to Lender Secured Party such financing statements and/or other and further documentation as Secured Party may deem reasonably necessary or advisable in order to evidence, effectuate or perfect its security interest in the Collateral;
(dc) defend Defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein, except buyers of Inventory in the ordinary course of the Debtor's business; provided, however, that the Debtor may grant security interests in some or all of the Collateral in order to secure the payment of Senior Debt, as such term is defined in Section 6.1;
(ed) keep the Collateral free of all liens and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 of the Loan Agreement, and will not, Not without prior written consent of Lender contained in an Authenticated Record, Secured Party sell, transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise otherwise, except for (in cases other than bulki) the sale of Inventory in the ordinary course of business, (ii) the granting of security interests to secure the repayment of Senior Debt, as such term is defined in Section 6.1 and (iii) the factoring of accounts receivable for the purpose of obtaining funds for use in the ordinary course of Debtor’s business;
(fe) notify Lender Notify Secured Party in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition 's business or the Collateral, or of any other occurrences which could materially and adversely affect the security of LenderSecured Party;
(gf) pay Pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and in any event reimburse LenderSecured Party, on demand, for any expenses which Lender she might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral;; and
(hg) maintain Maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods property by similar enterprises. In enterprises and shall supply Secured Party with certificates as to the event either Debtor fails to maintain continuance of such insurance, the same may be maintained by Lender, at its option, request. All such insurance shall be payable to Secured Party and Debtors the Debtor as their interests shall reimburse Lender for the cost thereof, on demand;
(i) if requested by Lender: (i) xxxx its records evidencing the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately of any of the same; (iv) furnish to Lender all information appear. Insurance proceeds received by either Secured Party shall be applied by its against the Obligations, whether or not then due. Debtor indicating a material adverse change in shall timely make, file, settle and adjust all claims under all such insurance, provided, that Secured Party shall have the financial standing of any Account Debtorright at its election, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due to do so directly or to become due under any direct the Debtor in taking such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the Collateralaction.
Appears in 1 contract
Samples: Security Agreement (Vuzix Corp)
Maintenance of Collateral. Each Debtor shall The Company shall, at any time and from ------------------------- time to time, at its own expense, continually take such steps as are necessary and prudent to protect the security interest of Lender the Bank in the Collateral including, but not limited towithout limitation, the following:
(a) Keep and maintain the books and records pertaining to the Accounts at the location of its chief executive office, its principal place of business or the location utilized by the Company for the sending of invoices as set forth below and will change the same only with 60 days prior written consent of the Bank;
(b) Keep and maintain the Inventory and Equipment at each of the locations as set forth below and will move the same therefrom only with 60 days prior consent of the Bank , except the Company may sell Inventory to its customers in the ordinary course of business;
(c) Keep and maintain separate books and records relating to the Collateral in form and substance satisfactory to Lender the Bank at its principal place of business, as set forth below, and shall move the same only with 60 days prior written consent of the Bank;
(d) Maintain the Equipment in good operating condition and repair and keep the Equipment at each of its place(s) of business as set forth below and move the same therefrom only with 60 days prior written consent of the Bank;
(e) Upon 3 Business Days prior notice, allow Lender the bank or its representatives free access to such books and records and to the Collateral Collateral, at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender the Bank may require;
(bf) maintain Deliver to the Collateral Bank, promptly at its reasonable request, originals of all schedules, lists, invoices, bills of lading, documents of title, purchase orders, receipts, chattel paper, instruments and other items relating to the Collateral;
(g) If there exists a Default (as defined in the Credit Agreement), make, stamp, or record such entries or legends on any of the Company's books and records relating to the Collateral at as the applicable Debtor’s address indicated aboveBank shall reasonably request from time to time, at including without limitation, notation of the security interest of the Bank on any address listed on Schedule 3.5 certificates of title or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtorevidence of ownership outstanding with respect thereto;
(ch) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate Post notices upon the Equipment or perfect its security interest in Inventory as the CollateralBank shall reasonably request;
(di) Keep the Collateral free of, and defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep the Collateral free of from all liens and encumbrances, except for the security interest of Lender granted to the Bank and liens set forth on Schedule 5.17 of as permitted by the Loan AgreementCredit Agreement and the Company shall not sell, and will not, without prior consent of Lender contained in an Authenticated Record, selldiscount, transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise otherwise, except (in cases other than bulk) Inventory in the ordinary course of businessthe Company's business to its customers, without the prior written notice to and the written consent of the Bank;
(fj) If there exists a Default (as defined in the Credit Agreement), post notices in and about designated areas where the Collateral or any portion thereof may be stored or where the books and records of the Company are maintained pertaining to the Collateral from time to time, as the Bank shall reasonably request;
(k) Execute and deliver to the Bank such other and further documents, instruments or writings (including without limitation additional financing statements or continuations to be filed in any jurisdiction) which the Bank may reasonably deem necessary and/or advisable in order to evidence, effectuate, perfect or maintain the Bank's security interest in the Collateral and the rights, remedies and other powers available to the Bank under this Agreement;
(l) Keep the Equipment from becoming fixtures unless the Collateral or any part thereof is presently classified as such;
(m) Promptly notify Lender the Bank of the existence of any material claims, liens, security interests, rights or other encumbrances with respect to any of the Collateral;
(n) Promptly notify the Bank in the event of any material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition Company's business or in the value of the Collateral, or of any other occurrences occurrence which could materially and adversely affect the security interest of Lenderthe Bank therein;
(go) pay Pay all expenses incurred in the purchase, manufacture, delivery, use, repair, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, Collateral promptly when due, unless such expenses, taxes or liens are being contested in good faith by appropriate proceedings and no proceeding to enforce any tax liens against the Collateral has begun, and in any event reimburse Lender, on demand, the Bank for any expenses which Lender it might incur following the occurrence of an Event of Default, in satisfying such expenses expenses, liens or taxes, which Lenderthe Bank may reasonably incur, in its sole discretion, deems necessary in order to protect the Collateral;
(hp) maintain Maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried reasonably satisfactory to the Bank and the Company shall reimburse the Bank, on similar goods demand, for any payments made by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by LenderBank, at its option, and Debtors shall reimburse Lender for the cost thereof, on demandto maintain such insurance;
(iq) if requested by Lender: (i) xxxx its records evidencing Supply the Collateral in a manner satisfactory to Lender so Bank with certificates as to indicate the security interest continuance of Lender hereunder; such insurance and at the Bank's request, all such insurance shall be payable to the Bank and the Company as their interests shall appear and shall provide for thirty (ii30) furnish days prior written notice of cancellation to Lender any chattel paperthe Bank;
(r) Provide immediate written notice to the Bank and to insurers, invoicesif any, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately of any of the same; (iv) furnish material loss or damage to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender maypromptly file proofs of such loss with such insurers;
(s) Permit the Bank to apply any insurance proceeds received by it to be paid against any Obligations, from time whether or not then due, at its discretion;
(t) Provide at least 30 days prior written notice to time, request; and (vii) fully cooperate with Lender in the exercising Bank of its rights and methods for verification any change of the Company's name, any trade name, any trade style, its chief executive office, its principal place of business or any address for the payment of any Accounts or such other places where Inventory, Equipment or other Collateral may now or hereafter be kept or maintained by or on behalf of the Company; and
(u) Keep the Collateral, at the Company's cost and expense, in good and merchantable condition.
Appears in 1 contract
Samples: Security Agreement (Firecom Inc)
Maintenance of Collateral. Each Debtor Borrower shall continually take such steps as are necessary (i) comply with and prudent to protect enforce the interest terms and conditions of Lender any lease of the Eligible Asset, (ii) not commit waste or permit impairment or deterioration of the Collateral, (iii) not abandon any Collateral, (iv) restore or repair promptly, in the a good and workmanlike manner, any damaged part of any Collateral including, but not limited to, the following:
(a) maintain books and records relating to the Collateral satisfactory to Lender and shall allow Lender equivalent of its original condition, or its representatives access to such records and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may require;
(b) maintain the Collateral and the books and records relating to the Collateral at the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address condition as Lender Agent may approve in writing, whether or not insurance proceeds or condemnation awards are available to cover any costs of such restoration or repair (provided that Agent shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgmentmake any insurance proceeds or condemnation awards received by Agent available to Borrower for restoration and repair), upon the request to Lender contained in an Authenticated Record from such Debtor;
(c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(ev) keep the Collateral free in good repair (normal wear and tear excepted), including the replacement of all liens any personalty and encumbrancesfixtures with items of equal or better function and quality, except (vi) provide for the security interest of Lender and liens set forth on Schedule 5.17 of the Loan Agreement, and will not, without prior consent of Lender contained in an Authenticated Record, sell, transfer or otherwise dispose professional management of the Collateral by a property manager satisfactory to Agent under a contract approved by Agent in writing, (vii) not change the use of any Collateral, (viii) give notice to Agent of and, unless otherwise directed in writing by Agent, shall appear in and defend any action or proceeding purporting to affect any interest thereinCollateral, in bulk Agent's security or otherwise except Agent's rights under this Agreement, (in cases other than bulkix) in the ordinary course of business;
(f) notify Lender in the event of material loss or damage make any reasonable repairs to the Collateral or of which are requested by Agent, and (x) not (and shall not permit any material adverse change in the applicable Debtor’s business, financial condition or the Collateral, or of any other occurrences which could materially and adversely affect the security of Lender;
(g) pay all expenses incurred in the manufacture, delivery, storage tenant or other handling person to) remove, demolish or alter any Collateral or any part thereof except in connection with the replacement of tangible personalty. To the extent Borrower has entered into a net lease for the entire Eligible Asset which provides for the tenant thereunder to undertake all responsibility for the maintenance and operation of the Eligible Asset, Borrower's obligations to comply with clauses (iv), (v), (vi) and (ix) in this Section 5.12 shall be abated so long as the tenant under such lease is performing all of its material obligations thereunder. Borrower shall maintain insurance coverage of the Collateral and to the extent required in the Loan Documents. Borrower shall perform all taxes Material Contracts relating to the Property to which are or may become it is a lien on the Collateral, promptly when dueparty, and in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lender, in cause its sole discretion, deems necessary in order Subsidiaries to protect the Collateral;
(h) maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demand;
(i) if requested by Lender: (i) xxxx its records evidencing the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or perform all Material Contracts relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports Property to Lender which they are a party if the rejection of goods, delay in delivery or performance, or claims made, in regard failure to any Collateral and inform Lender immediately of any of the same; (iv) furnish to Lender all information received by either Debtor indicating so perform would have a material adverse change in the financial standing of any Account Debtor, debtor Material Adverse Effect. Borrower will perform under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the CollateralInterest Rate Protection Agreements.
Appears in 1 contract
Samples: Revolving Loan Agreement (Capital Lease Funding Inc)
Maintenance of Collateral. Each Debtor Borrower shall continually take such steps as are necessary and prudent to protect the interest of Lender in the Collateral including, but not limited to, the following:
(a) maintain books and records relating to the Collateral satisfactory to Lender and shall allow Lender or its representatives access to such records and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may require;
(b) maintain the Collateral and every part thereof in good condition and repair and not permit its value to be impaired (excepting only reasonable wear and tear); keep it free from all tax liens and other liens, encumbrances and security interests (other than Bank's security interest and Permitted Liens); defend it at its own expense against all claims and legal proceedings by persons other than Bank; pay and discharge when due all taxes, levies and other charges or fees levied or assessed upon it, provided, however, that Borrower shall be allowed to contest the books and records relating to the Collateral at the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in its sole discretion (exercised same in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtor;so long as
(c1) execute and deliver to Lender such other and further documentation necessary to evidenceBorrower maintains adequate reserves therefor, effectuate or perfect its security interest in the Collateral;
(d2) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep the Collateral free of all liens and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 of the Loan AgreementBorrower gives Bank notice thereof, and (3) the Bank will not, without prior consent of Lender contained in an Authenticated Recordnot be adversely affected thereby; not lease, sell, transfer it from the premises where now located, or otherwise dispose of it or permit it to become a fixture or accession to other goods, without the Collateral prior written approval of Bank, except for sales or any interest therein, leases of Inventory in bulk or otherwise except (in cases other than bulk) in 24 the ordinary course of business;
(f) notify Lender ; not permit it to be used in the event of material loss or damage to the Collateral or violation of any material adverse change in the applicable Debtor’s businesslaw, financial condition or the Collateralregulations, or policy of insurance; and, as to Collateral consisting of instruments, chattel paper and General Intangibles, preserve rights in it against prior parties. Preservation of rights against prior parties includes, without limitation, defense of lawsuits, arbitrations, oppositions, reexaminations, interferences, public use proceedings and the like in any other occurrences which could materially and adversely affect the security court of Lender;
(g) pay all expenses incurred in the manufacturelaw, delivery, storage administrative agency or other handling of tribunal and the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterpriseslike. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demand;
(i) if requested by Lender: (i) xxxx its records evidencing the Collateral Bank is named or impleaded in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect aforementioned proceedings, Borrower shall hold Bank harmless and indemnify Bank for all losses, expenses and attorneys' fees the Bank incurs in participating in same or otherwise preserving its bookslegal rights and complying with any legal or procedural requirements associated with same, records, and reports except to Lender the rejection extent resulting from Bank's willful misconduct. Borrower will mark xxx of goods, delay in delivery or performance, or claims made, in regard its chattel paper with a legend acceptable to any Collateral and inform Lender immediately of any of the same; (iv) furnish to Lender all information received by either Debtor Bank indicating that Bank has a material adverse change security interest in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the Collateralchattel paper.
Appears in 1 contract
Maintenance of Collateral. Each Debtor shall continually take such steps as are necessary and prudent to protect the interest of the Lender in the Collateral including, but not limited to, the following:
(a) maintain Maintain books and records relating to the Collateral satisfactory to the Lender and shall allow the Lender or its representatives access to such records and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as the Lender may require;
(b) maintain Maintain the Collateral and the books and records relating to the Collateral at the applicable Debtor’s 's address indicated above, at any address listed on Schedule 3.5 A or at such other address as the Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment)discretion, upon the request to the Lender contained in an Authenticated Record from such Debtor;
(c) execute Execute and deliver to the Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend Defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein, except buyers of Inventory in the ordinary course of Debtor's business;
(e) keep Keep the Collateral free of all liens and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 of the Loan AgreementLender, and Debtor will not, without prior consent of the Lender contained in an Authenticated Record, sell, transfer or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise otherwise, except (in cases other than bulk) in the ordinary course of business;
(f) notify Notify the Lender in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition 's business or the Collateral, or of any other occurrences which could materially and adversely affect the security of the Lender;
(g) pay Pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and in any event reimburse the Lender, on demand, for any expenses which the Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which the Lender, in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain Maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by the Lender, at its option, and Debtors Debtor shall reimburse the Lender for the cost thereof, on demand;; and
(i) if If requested by the Lender: (i) xxxx mark its records evidencing the Collateral in a manner satisfactory to tx xxe Lender so as to indicate the security interest of the Lender hereunder; (ii) furnish to the Lender any chattel paperChattel Paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to the Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and after an Event of Default inform the Lender immediately of any of the same; (iv) prior to an Event of Default, with respect to material debtors and obligors, and thereafter with respect to all debtors and obligors, furnish to the Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any ReceivablesChattel Paper; (v) immediately notify the Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by the Lender in order that all moneys due or to become due under any such contract shall be assigned to the Lender and notice thereof be given as required by law; (vi) furnish to the Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as the Lender may, from time to time, request; and (vii) fully cooperate with the Lender in the exercising of its rights and methods for verification of the Collateral.
Appears in 1 contract
Maintenance of Collateral. Each Debtor The Collateral shall continually be maintained by the Collateral Agent in a separate non-commingled account and the Collateral Agent shall use reasonable care with respect to the custody, safekeeping and physical preservation of the Collateral in its possession and shall accord the Collateral treatment substantially equal to that which it accords its own property, it being understood that the Collateral Agent in its capacity as such shall not, except as specifically set forth herein or contemplated hereby, have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against parties with respect to any Collateral or (c) investing or reinvesting any of the Collateral. The Collateral Agent shall have no right of offset against the Collateral with respect to any amounts owed to the Collateral Agent, whether or not arising under this Security and Pledge Agreement, and the Collateral Agent hereby waives any such right of offset that it may otherwise have. Except as specifically provided in this Security and Pledge Agreement, the Collateral Agent covenants and agrees that it will not sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, any of the Collateral, nor will it create, incur or permit to exist any Lien or Transfer Restriction on or with respect to any of the Collateral, any interest therein, or any proceeds thereof. Any certificated securities to be held by the Collateral Agent shall be registered in the name of the Collateral Agent or its nominee. In the event that certificates evidencing any securities shall be Delivered to the Collateral Agent accompanied by duly executed instruments of transfer or assignment in blank, the Collateral Agent shall, as soon as practicable after such Delivery, take such steps as are necessary and prudent to protect the interest of Lender register such securities in the Collateral including, but not limited to, the following:
(a) maintain books and records relating to the Collateral satisfactory to Lender and shall allow Lender or its representatives access to such records and the Collateral at all reasonable times and upon reasonable notice for the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may require;
(b) maintain the Collateral and the books and records relating to the Collateral at the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtor;
(c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep the Collateral free of all liens and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 of the Loan Agreement, and will not, without prior consent of Lender contained in an Authenticated Record, sell, transfer or otherwise dispose name of the Collateral Agent or any interest therein, in bulk or otherwise except (in cases other than bulk) in the ordinary course of business;
(f) notify Lender in the event of material loss or damage its nominee. Any uncertificated securities to be held by the Collateral or of any material adverse change in Agent shall be held by the applicable Debtor’s business, financial condition or the CollateralCollateral Agent as Delivered, or of any other occurrences which could materially and adversely affect caused to be Delivered, to it by the security of Lender;
(g) pay all expenses incurred in the manufacture, delivery, storage Pledgor or other handling of as obtained by the Collateral and all taxes which are or may become a lien on the CollateralAgent pursuant to Section 4(f), promptly when due, and in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprisesif applicable. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demand;
of (i) if requested by Lender: (i) xxxx its records evidencing any adjustment to the Collateral in a manner satisfactory to Lender so as to indicate Exchange Rate Formula resulting from the security interest application of Lender hereunder; the provisions of Section 3.1 of the Forward Purchase Contract or (ii) furnish to Lender any chattel paperReorganization Event, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately of any of the same; (iv) furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and Agent shall take any steps required by Lender in order all measures reasonably designed to assure that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral is maintained by the Collateral Agent as provided in this Security and other matters as Lender may, from time to time, request; Pledge Agreement and (vii) fully cooperate with Lender in facilitating the exercising operation of its rights Section 5 of this Security and methods for verification of the CollateralPledge Agreement.
Appears in 1 contract
Samples: Security and Pledge Agreement (Dollar General Strypes Trust)
Maintenance of Collateral. Each Debtor Assignor, at its own expense, shall continually take such steps as are necessary at all times undertake all reasonable efforts, to the extent permissible under applicable law, to maintain in full force and prudent effect the Certificates of Eligibility of Zoning Bonus now, heretofore or hereafter issued to protect the interest of Lender in the Collateral Assignor (including, but without limitation the Davix & Xartners Certificates of Eligibility for Zoning Bonus and the BFC Certificates of Eligibility for Zoning Bonus) and shall not limited totransfer, assign, use (or take any action looking to any transfer, assignment or use, including, without limitation, the following:entering into of any agreement of sale or otherwise contemplating same) any of the zoning bonus or Transferrable Development Rights evidenced by such certificates, to or for any premises other than the 59th Xxxxxx Xxxperty, which 59th Xxxxxx Xxxperty shall at all times remain the "Compensated Development" with respect to the zoning bonus represented by all such Certificates of Eligibility of Zoning Bonus now, heretofore or hereafter issued.
(aA) maintain books Simultaneously with the execution and records relating delivery of this Agreement, deliver, to the Collateral satisfactory Bank's Agent, to Lender be held such firm as the agent of the Bank in accordance with Section 2.5 hereof (i) all original (with raised seal) Davix & Xartners Certificates of Eligibility for Zoning Bonus and shall allow Lender (ii) all Davix & Xartners HPD to Buildings Department Letters.
(B) Deliver or its representatives access cause to be delivered, immediately after receipt by Assignor, Borrower, any Guarantor or any attorneys or agent for any of the foregoing, to the Bank's Agent, to be held by such firm as the agent of the Bank in accordance with Section 2.5 hereof (i) all original (with raised seal) BFC Certificates of Eligibility for Zoning Bonus and (ii) all letters of the Department of Housing Preservation and Development to the Building Department relating or pertaining to such records and BFC Certificates of Eligibility for Zoning Bonus, including, without limitation of the Collateral at all reasonable times and upon reasonable notice for nature of the purpose of examination, inspection, verification, copying, extracting and other reasonable purposes as Lender may require;Davix & Xartners HPD to Buildings Department Letters.
(bC) maintain the Collateral and the books and records relating to the Collateral at the applicable Debtor’s address indicated above, at any address listed on Schedule 3.5 or at such other address as Lender shall permit, in its sole discretion (exercised in good faith using reasonable commercial judgment), upon the request to Lender contained in an Authenticated Record from such Debtor;
(c) execute and deliver to Lender such other and further documentation necessary to evidence, effectuate or perfect its security interest in the Collateral;
(d) defend the Collateral against all adverse claims and adverse demands of third parties at any time claiming the same or any interest therein;
(e) keep Keeping the Collateral free of all liens claims, liens, security interests, charges, taxes, assessments and encumbrances, except for the security interest of Lender and liens set forth on Schedule 5.17 of the Loan Agreementinterests granted hereunder, and will not, without prior consent of Lender contained in an Authenticated Record, not sell, transfer contract to sell, exchange, transfer, assign, hypothecate, alienate, further encumber or permit the further encumbrance or otherwise dispose of the Collateral or any interest therein, in bulk or otherwise except (in cases other than bulk) in without the ordinary course prior written consent of business;
(f) notify Lender in the event of material loss or damage to the Collateral or of any material adverse change in the applicable Debtor’s business, financial condition or the Collateral, or of any other occurrences which could materially and adversely affect the security of Lender;
(g) pay all expenses incurred in the manufacture, delivery, storage or other handling of the Collateral and all taxes which are or may become a lien on the Collateral, promptly when due, and in any event reimburse Lender, on demand, for any expenses which Lender might incur following the occurrence of an Event of Default, in satisfying such expenses or taxes, which Lender, in its sole discretion, deems necessary in order to protect the Collateral;
(h) maintain insurance on the Collateral from carriers acceptable to Lender of such types, coverage, form and amount as is usually carried on similar goods by similar enterprises. In the event either Debtor fails to maintain such insurance, the same may be maintained by Lender, at its option, and Debtors shall reimburse Lender for the cost thereof, on demand;
(i) if requested by Lender: (i) xxxx its records evidencing the Collateral in a manner satisfactory to Lender so as to indicate the security interest of Lender hereunder; (ii) furnish to Lender any chattel paper, invoices, documents, schedules, purchase orders, delivery receipts, contracts or other documents representing or relating to any of the Collateral; (iii) promptly reflect in its books, records, and reports to Lender the rejection of goods, delay in delivery or performance, or claims made, in regard to any Collateral and inform Lender immediately of any of the same; (iv) furnish to Lender all information received by either Debtor indicating a material adverse change in the financial standing of any Account Debtor, debtor under any General Intangible, or obligor under any Receivables; (v) immediately notify Lender if any of the Collateral arises out of contracts for the improvement of real property, deals with a public improvement or is with the United States, any state, or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Lender in order that all moneys due or to become due under any such contract shall be assigned to Lender and notice thereof be given as required by law; (vi) furnish to Lender such financial statements, reports, certificates, lists of Account Debtors (showing names, addresses, telephone and facsimile numbers, and amounts owing) and other data concerning the Collateral and other matters as Lender may, from time to time, request; and (vii) fully cooperate with Lender in the exercising of its rights and methods for verification of the CollateralSecured Party.
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