Matters Concerning Collateral Sample Clauses

Matters Concerning Collateral. (a) The execution and delivery by the Borrower and each Guarantor of the Security Documents to which they are a party, together with the actions taken on or prior to the date hereof pursuant to Section 4.1(e), are effective to create and do create in favor of the Agent for the ratable benefit of the Lenders and the Agent, as security for the Secured Obligations (as defined in the applicable Security Document in respect of any Collateral), a valid, perfected and enforceable Lien on such Collateral, prior and superior in right to any other Person except for Permitted Liens and Liens specifically disclosed in Schedule 3 attached hereto, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of the Agent or any Lender.
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Matters Concerning Collateral. (a) The execution and delivery by the Borrower and each Guarantor of the Security Documents to which it is a party, together with the actions taken on or prior to the date hereof pursuant to Section 4.1(j), are effective to create and do create in favor of Lender, as security for the Secured Obligations (as defined in the applicable Security Document in respect of any Collateral), a valid, perfected and enforceable Lien on such Collateral, prior and superior in right to any other Person except for Permitted Liens and Liens specifically disclosed in Schedule 13 attached hereto, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Lender.
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Matters Concerning Collateral. 35 5.19 Disclosure............................................................................36
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Matters Concerning Collateral. (a) The execution and delivery of the Deed of Trust by the Borrower, together with the actions taken on or prior to the date hereof pursuant to Section 4.01(b), are effective to create and do create in favor of --------------- the Agent for the benefit of the Lenders, as security for the Obligations (as defined in the applicable Security Document in respect of any Collateral), a valid, perfected and enforceable Lien on the Collateral, prior and superior in right to any other Person, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any Uniform Commercial Code financing statements and the periodic filing of Uniform Commercial Code continuation statements in respect of Uniform Commercial Code financing statements filed by or on behalf of the Agent.
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Related to Matters Concerning Collateral

  • Matters Concerning Manager If (a) an Event of Default hereunder has occurred and remains uncured, (b) Manager shall become subject to a Bankruptcy Action, (c) a default occurs under the Management Agreement, or (d) the occurrence of a DSCR Trigger Event, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a Qualified Manager pursuant to a Replacement Management Agreement, it being understood and agreed that the management fee for such Qualified Manager shall not exceed then prevailing market rates.

  • Covenants Concerning Collateral, Etc The Guarantor further covenants with the Agent as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liens, the Guarantor shall be the owner of, or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent, (c) the Guarantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person other than the Agent, except for Permitted Liens, (d) the Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, (f) the Guarantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

  • Concerning Collateral Agent (a) The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent.

  • Provisions Concerning All Collateral 13 6.1. Protection of Collateral Agent's Security...................... 13 6.2. Warehouse Receipts Non-negotiable.............................. 13 6.3.

  • Other Matters Concerning the General Partner (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

  • Transactions Involving Collateral Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.

  • Additional Provisions Concerning the Pledged Collateral (a) The Pledgor hereby authorizes the Agent to file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral.

  • Certain Provisions Concerning Intellectual Property Collateral SECTION 6.1.

  • Access to Information Concerning Properties and Records During the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9.1 hereof, each of the Company and Parent shall, and each shall cause each of its Subsidiaries to, upon reasonable notice, afford the other party, and its respective counsel, accountants, consultants and other authorized representatives, access during normal business hours to its and its Subsidiaries' employees, properties, books and records in order that they may have the opportunity to make such investigations as they shall desire of its and its Subsidiaries' affairs; such investigation shall not, however, affect the representations and warranties made by the Company or Parent in this Agreement. The Company shall furnish promptly to Parent and Merger Sub and Parent and Merger Sub shall furnish promptly to the Company (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal, state or foreign securities laws and (y) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent, Merger Sub or the Company may reasonably request. Each of the Company and Parent agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as the other party shall from time to time reasonably request.

  • Actions Concerning Mortgage Loans To the knowledge of the Seller, there are no actions, suits or proceedings before any court, administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or related Mortgaged Property that might adversely affect title to the Mortgaged Property or the validity or enforceability of the related Mortgage or that might materially and adversely affect the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended.

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