Processing, Sale, Collections, Etc. (a) The Borrower will use Equipment constituting Collateral solely in the conduct of the Borrower’s business, will keep all tangible Collateral in good order and repair, wear and tear excepted, and will not waste or destroy any part of the Collateral nor use any of the Collateral in material violation of any statute or ordinance. (b) Until notice from the Secured Party to the contrary given at any time after the occurrence and during the continuance of any Event of Default, the Borrower (i) may, in the ordinary course of its business, at its own expense, sell, lease, or furnish under contracts of service any of the Inventory (but no such sale or use shall limit or impair the Security Interest in any proceeds thereof); (ii) will, at its own expense, endeavor to collect, when due, all amounts due with respect to any of the Intangible Collateral, and take such action with respect to such collection as the Secured Party may reasonably request or, in the absence of such request, as the Borrower may deem advisable; and (iii) may grant in the ordinary course of business, to any person obligated on any of the Intangible Collateral, any rebate, refund, or allowance to which such person may be lawfully entitled, and accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Intangible Collateral. (c) Except as permitted by Section 4.3(b) or 4.3(d), the Secured Party does not authorize the Borrower to, and the Borrower will not sell, lease, assign, license, transfer, or otherwise dispose of or in any manner alter, modify, manufacture, process, or assemble the Collateral or any part thereof. (d) Any Equipment constituting Collateral which is worn out, destroyed, or damaged beyond repair may be disposed of but will promptly be replaced by new Equipment, free of any Lien except for Permitted Liens, which has a value or utility at least equal as of the date of replacement to the value or utility of the replaced Equipment as of the date hereof. (e) So long as the Borrower holds any proceeds of the Collateral, the Borrower will hold same separate and apart from any other property of the Borrower and in trust for the Secured Party and shall not commingle the proceeds of Collateral with any of the Borrower’s funds or property. Except as otherwise provided under the covenants and agreements relating to Collateral in this Security Agreement or elsewhere herein, unless an Event of Default has occurred, the Borrower shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement and the other Transaction Documents. (f) The Borrower will place a legend on all Chattel Paper constituting part of the Collateral that the Secured Party has a security interest in such Chattel Paper. (g) At such time as (i) all amounts due and owing under the Transaction Documents have been paid, (ii) all Events of Default, if any, have been cured, and (ii) there exists no condition, event or act which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, the right to exercise all rights with respect to the Collateral, provided it has not been sold or otherwise applied pursuant to this Security Agreement, shall revert to the Borrower.
Appears in 1 contract
Processing, Sale, Collections, Etc. (a) The Borrower will use Equipment constituting Collateral solely in the conduct of the Borrower’s business, will keep all tangible Collateral in good order and repair, wear and tear excepted, and will not waste or destroy any part of the Collateral nor use any of the Collateral in material violation of any statute or ordinance.
(bA) Until notice from the Secured Party Agent to the contrary contrary, given at any time after the occurrence and during the continuance of any Event of Default, the Borrower each Company:
(i) may, in the ordinary course of its business, at its own expense, sell, lease, or furnish under contracts of service any of the Inventory (but no such sale or use shall limit or impair the Security Interest in any proceeds thereof); (ii) willshall, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Intangible Collateral, and take including the taking of such action with respect to such collection as the Secured Party Agent may reasonably request or, in the absence of such request, as the Borrower such Company may deem advisable; and , and
(iiiii) may grant grant, until such time as the Agent shall notify it of the revocation of such power and authority, in the ordinary course of business, to any person Person obligated on any of the Intangible Debt Collateral, any rebate, refund, refund or allowance to which such person Person may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Intangible Debt Collateral.
. The Agent, however, may at any time, whether before or after the maturity of any of the Obligations, so long as a Default shall have occurred and be continuing, (c1) Except as permitted by Section 4.3(b) or 4.3(d), the Secured Party does not authorize the Borrower to, and the Borrower will not sell, lease, assign, license, transfer, or otherwise dispose notify any Person obligated on any of or in any manner alter, modify, manufacture, process, or assemble the Collateral to make payment to the Agent of any amounts due or to become due thereunder; (2) enforce collection of any of the Collateral by suit or otherwise; (3) surrender, release or exchange all or any part thereof.
(d) Any Equipment constituting Collateral which is worn out, destroyedof the Collateral, or damaged beyond repair may be disposed compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby; (4) notify any Company (and upon receipt of but will promptly be replaced by new Equipmentsuch notice such Company agrees to notify, free at its sole expense, any parties obligated on any of the Collateral) to make payment to Agent of any Lien except for Permitted Liens, which has a value amount due or utility at least equal as to become due under the Collateral; (5) transfer all or any part of the date Collateral into the name of replacement Agent or its nominee, with or without disclosing that such Collateral is subject to the value or utility Security Interest hereunder; and (6) take control of the replaced Equipment as of the date hereof.
(e) So long as the Borrower holds any proceeds of the Collateral, the Borrower will hold same separate and apart from any other property of the Borrower and in trust for the Secured Party and shall not commingle the proceeds of Collateral with any of the Borrower’s funds or property. Except as otherwise provided under the covenants and agreements relating to Collateral in this Security Agreement or elsewhere herein, unless an Event of Default has occurred, the Borrower shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement and the other Transaction Documents.
(fB) The Borrower will place If and to the extent that a legend on perfected Security Interest hereunder in any Collateral shall cease to be perfected for any reason whatsoever (including, without limitation, release of all Chattel Paper constituting part or any balance in any account of any Company or use or disposition by any Company of any proceeds of Collateral), then such Collateral (referred to in this paragraph as "released Collateral") shall be deemed thereby released from the Security Interest hereunder in exchange, as of the time of such release, for any other Collateral that of equivalent value in which a perfected Security Interest is being obtained contemporaneously or has been most recently obtained hereunder, but only to the Secured Party has extent such other Collateral does not represent either (x) Collateral in exchange for which any previously released Collateral shall have been deemed released, or (y) Collateral of equivalent value to any loan or financial accommodation (otherwise than by renewal or extension) from any Lender or the Agent to any Company in which Collateral a security interest in perfected Security Interest hereunder shall have been obtained contemporaneously with or most recently prior to such Chattel Paperloan or advance.
(gC) At such Upon the written request of the Agent, to be given at the Agent's discretion at any time as (i) all amounts due after the occurrence and owing under during, the Transaction Documents have been paid, (ii) all Events continuance of any Default, if anyeach Company will, have been curedforthwith upon receipt, transmit and (ii) there exists no condition, event or act which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, the right to exercise all rights with respect deliver to the CollateralAgent in the form received, provided it has not been sold all cash, checks, drafts and other instruments or otherwise applied pursuant writings for the payment of money (properly endorsed, where required, so that such items may be collected by the Agent, but excluding payments, dividends or distribution; to any Company permitted under Section 7 of this Security Agreement, shall revert to the Borrower.) which may be received by such Company at any time in full or partial payment or other proceeds of any
Appears in 1 contract
Samples: Dollar Note (Bairnco Corp /De/)
Processing, Sale, Collections, Etc. (a) The Borrower will use Equipment constituting Collateral solely Until such time as a Default or an Event of Default shall have occurred and remained continuing, the Debtor, in accordance with the conduct terms of the Borrower’s business, will keep all tangible Collateral in good order and repair, wear and tear excepted, and will not waste or destroy any part of the Collateral nor use any of the Collateral in material violation of any statute or ordinance.Subordinated Loan Agreement,
(b) Until notice from the Secured Party to the contrary given at any time after the occurrence and during the continuance of any Event of Default, the Borrower (i) may, in the ordinary course of its business, at its own expense, sell, lease, lease or furnish under contracts of service any of the Inventory (but no normally held by the Debtor for such sale purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or use shall limit or impair materials normally held by the Security Interest in any proceeds thereof); Debtor for such purpose;
(ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Intangible Non-Tangible Collateral, and take including the taking of such action with respect to such collection as the Secured Party Lender may reasonably request or, in the absence of such request, as the Borrower Debtor may deem advisable; and , and
(iii) may grant grant, in the ordinary course of business, to any person party obligated on any of the Intangible Non-Tangible Collateral, any rebate, refund, refund or allowance to which such person party may be lawfully entitled, and may accept, in connection therewith, the return of goodsGoods, the sale or lease of which shall have given rise to such Intangible Non-Tangible Collateral.
(c) Except as permitted by Section 4.3(b) . Lender, however, may, at any time a Default or 4.3(d), the Secured Party does not authorize the Borrower to, and the Borrower will not sell, lease, assign, license, transfer, or otherwise dispose of or in any manner alter, modify, manufacture, process, or assemble the Collateral or any part thereof.
(d) Any Equipment constituting Collateral which is worn out, destroyed, or damaged beyond repair may be disposed of but will promptly be replaced by new Equipment, free of any Lien except for Permitted Liens, which has a value or utility at least equal as of the date of replacement to the value or utility of the replaced Equipment as of the date hereof.
(e) So long as the Borrower holds any proceeds of the Collateral, the Borrower will hold same separate and apart from any other property of the Borrower and in trust for the Secured Party and shall not commingle the proceeds of Collateral with any of the Borrower’s funds or property. Except as otherwise provided under the covenants and agreements relating to Collateral in this Security Agreement or elsewhere herein, unless an Event of Default has occurredoccurred and is continuing, notify any parties obligated on any of the Non-Tangible Collateral to make payment to Lender of any amounts due or to become due thereunder and enforce collection of any of the Non-Tangible Collateral by suit or otherwise. Upon request of Lender at any time a Default or an Event of Default has occurred and is continuing, the Borrower shall be entitled Debtor will, at its own expense notify any parties obligated on any of the Non-Tangible Collateral to exercise make payment to Lender of any amounts due or refrain from exercising to become due thereunder. Upon request of Lender at any time a Default or an Event of Default has occurred and is continuing, the Debtor will (except as Lender may otherwise consent in writing) forthwith, upon receipt, transmit and deliver to Lender, in the form received, all voting cash, checks, drafts, chattel paper and other consensual rights pertaining instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Lender) which may be received by the Debtor (except for amounts payable to regulatory authorities as required by law) at any time in full or partial payment or otherwise as proceeds of any of the Collateral Collateral. Except as Lender may otherwise consent in writing, any such items which may be received by the Debtor after such request by Lender will not be commingled with any other of its funds or any part thereof property, but will be held separate and apart from its own funds or property and upon express trust for any purpose not inconsistent Lender until delivery is made to Lender. The Debtor will comply with the terms and conditions of any consent given by Lender pursuant to the provisions of this Security Agreement and paragraph. All items or amounts which are delivered by the other Transaction Documents.
Debtor to Lender (for collected directly by Lender, as the case may be) The Borrower will place a legend pursuant to the foregoing provisions of this Section 4 on all Chattel Paper constituting part account of partial or full payment or otherwise as proceeds of any of the Collateral that shall be deposited to the Secured Party has credit of a deposit account (herein called the "Assignee Deposit Account") of the Debtor with Lender, as security interest for the performance and payment of the Obligations. The Debtor shall have no right to withdraw any funds deposited in such Chattel Paper.
(g) At such the Assignee Deposit Account. Lender may, from time as (i) all amounts due and owing under the Transaction Documents have been paid, (ii) all Events of Default, if any, have been cured, and (ii) there exists no condition, event or act which, with the giving of notice or lapse of to time, in its discretion, but subject to the Subordinated Loan Agreement apply all or bothany of the then balance, would constitute representing collected funds, in the Assignee Deposit Account, as set forth in Section 8, including toward payment of the Obligations, whether or not due. So long as a Default or an Event of DefaultDefault has occurred and is continuing, Lender is authorized to endorse, in the right to exercise all rights with respect to name of the Debtor, any item, howsoever received by Lender, representing any payment on or other proceeds of any of the Collateral, provided it has not been sold or otherwise applied pursuant to this Security Agreement, shall revert to the Borrower.
Appears in 1 contract
Samples: Security Agreement (Windsor Woodmont Black Hawk Resort Corp)
Processing, Sale, Collections, Etc. (a) The Borrower will use Equipment constituting Collateral solely in the conduct of the Borrower’s business, will keep all tangible Collateral in good order and repair, wear and tear excepted, and will not waste or destroy any part of the Collateral nor use any of the Collateral in material violation of any statute or ordinance.
(b) Until notice from the Secured Party Agent to the contrary contrary, given at any time after the occurrence and during the continuance of any Event of Default, the Borrower each Company:
(i) may, in the ordinary course of its business, at its own expense, sell, lease, lease or furnish under contracts of service any of the Inventory normally held by such Company for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by such Company for such purpose, and make sales, in or out of the ordinary course of business permitted by Section 7.2.9 of the Credit Agreement, such permitted sales to be free and clear of the Security Interest hereunder (but no such sale or or-use shall limit or impair the Agent's Security Interest in any proceeds thereof, including, without limitation, any Account); ,
(ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Intangible Collateral, and take including the taking of such action with respect to such collection as the Secured Party Agent may reasonably request or, in the absence of such request, as the Borrower such Company may deem advisable; and , and
(iii) may grant grant, in the ordinary course of business, to any person Person obligated on any of the Intangible Collateral, any rebate, refund, refund or allowance to which such person Person may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Intangible Collateral. The Agent, however, may at any time, whether before or after the maturity of any of the Obligations, so long as a Default shall have occurred and be continuing, (1) notify any Person obligated on any of the Intangible Collateral to make payment to the Agent of any amounts due or to become due thereunder; (2) enforce collection of any of the Intangible Collateral by suit or otherwise; (3) surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby; and (4) notify such Company (and upon receipt of such notice such Company agrees to notify, at its sole expense, any parties obligated on any of the Collateral) to make payment to the Agent of any amount due or to become due under the Collateral.
(b) If and to the extent that a perfected Security Interest hereunder in any Collateral shall cease to be perfected for any reason whatsoever (including, without limitation, sale of Inventory or release of all or any balance in any other account of any Company or use or disposition by any Company of any proceeds of Collateral), then such Collateral (referred to in this paragraph as "Released Collateral") shall be deemed thereby released from the Security Interest hereunder in exchange, as of the time of such release, for any other Collateral (of the same or different type) of equivalent value in which a perfected Security Interest is being obtained contemporaneously or has been most recently obtained hereunder, but only to the extent such other Collateral does not represent either (x) Collateral in exchange for which any previously Released Collateral shall have been deemed released, or (y) Collateral of equivalent value to any loan or financial accommodation (otherwise than by renewal or extension) from any Lender or the Agent to such Company in which Collateral a perfected Security Interest hereunder shall have been obtained contemporaneously with or most recently prior to such loan or financial accommodation.
(c) Upon the written request of the Agent, to be given at the Agent's discretion at any time after the occurrence and during the continuance of any Default, each Company will, forthwith upon receipt, transmit and deliver to the Agent in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by the Agent) which may be received by such Company at any time in full or partial payment or otherwise as proceeds of any Collateral. Except as permitted the Agent may otherwise consent in writing, after the occurrence and during the continuance of a Default, any such items which may be so received by Section 4.3(b) or 4.3(d), the Secured Party does not authorize the Borrower to, and the Borrower such Company will not sellbe commingled by such Company with any of its other funds or property, leasebut, assignuntil delivery to the Agent, license, transfer, or otherwise dispose of or will be held separate and apart from such other funds and property and in any manner alter, modify, manufacture, process, or assemble trust for the Collateral or any part thereofAgent.
(d) Any Equipment constituting Once a Default shall have occurred and be continuing, all items or amounts which are delivered by any Company to the Agent (or collected directly by the Agent, as the case may be) on account of partial or full payment or otherwise as proceeds of any of the Collateral which is worn outshall be deposited to the credit of a deposit account (herein referred to as the "Restricted Account") of the Companies with the Agent, destroyedas security for performance and payment of the Obligations. Such Company shall have no right to withdraw any funds deposited in the Restricted Account. Once a Default shall have occurred and be continuing, the Agent may, from time to time, in its discretion, apply all or damaged beyond repair any of the then balance in the Restricted Account toward payment of the Obligations, in such order of application as the Agent may be disposed of determine, and the Agent may (but will promptly not be replaced by new Equipmentrequired to), free from time to time, in its discretion, release all or any of any Lien except such balance representing collected funds to Bairnco (for Permitted Liens, which has a value or utility at least equal as of the date of replacement distribution to the value or utility of Companies according to their interests) by deposit thereof to the replaced Equipment as of the date hereofaforementioned general deposit account.
(e) So long as The Agent is authorized to endorse, in the Borrower holds name of any Company, any item, howsoever received by the Agent representing any Collateral or any payment on or other proceeds of any of the Collateral, the Borrower will hold same separate and apart from any other property of the Borrower and in trust for the Secured Party and shall not commingle the proceeds of Collateral with any of the Borrower’s funds or property. Except as otherwise provided under the covenants and agreements relating to Collateral in this Security Agreement or elsewhere herein, unless an Event of Default has occurred, the Borrower shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement and the other Transaction Documents.
(f) The Borrower will place a legend on all Chattel Paper constituting part of the Collateral that the Secured Party has a security interest in such Chattel Paper.
(g) At such time as (i) all amounts due and owing under the Transaction Documents have been paid, (ii) all Events of Default, if any, have been cured, and (ii) there exists no condition, event or act which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, the right to exercise all rights with respect to the Collateral, provided it has not been sold or otherwise applied pursuant to this Security Agreement, shall revert to the Borrower.
Appears in 1 contract
Samples: Dollar Note (Bairnco Corp /De/)
Processing, Sale, Collections, Etc. (a) The Borrower will use Equipment constituting Collateral solely Until such time as a Default or an Event of Default shall have occurred and remained continuing, the Debtor, in accordance with the conduct terms of the Borrower’s business, will keep all tangible Collateral in good order and repair, wear and tear excepted, and will not waste or destroy any part of the Collateral nor use any of the Collateral in material violation of any statute or ordinance.Indenture,
(b) Until notice from the Secured Party to the contrary given at any time after the occurrence and during the continuance of any Event of Default, the Borrower (i) may, in the ordinary course of its business, at its own expense, sell, lease, lease or furnish under contracts of service any of the Inventory (but no normally held by the Debtor for such sale purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or use shall limit or impair materials normally held by the Security Interest in any proceeds thereof); Debtor for such purpose;
(ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Intangible Non-Tangible Collateral, and take including the taking of such action with respect to such collection as the Secured Party Trustee may reasonably request or, in the absence of such request, as the Borrower Debtor may deem advisable; and and
(iii) may grant grant, in the ordinary course of business, to any person party obligated on any of the Intangible Non-Tangible Collateral, any rebate, refund, refund or allowance to which such person party may be lawfully entitled, and may accept, in connection therewith, the return of goodsGoods, the sale or lease of which shall have given rise to such Intangible Non-Tangible Collateral.
(c) Except as permitted by Section 4.3(b) . The Trustee, however, may, at any time a Default or 4.3(d), the Secured Party does not authorize the Borrower to, and the Borrower will not sell, lease, assign, license, transfer, or otherwise dispose of or in any manner alter, modify, manufacture, process, or assemble the Collateral or any part thereof.
(d) Any Equipment constituting Collateral which is worn out, destroyed, or damaged beyond repair may be disposed of but will promptly be replaced by new Equipment, free of any Lien except for Permitted Liens, which has a value or utility at least equal as of the date of replacement to the value or utility of the replaced Equipment as of the date hereof.
(e) So long as the Borrower holds any proceeds of the Collateral, the Borrower will hold same separate and apart from any other property of the Borrower and in trust for the Secured Party and shall not commingle the proceeds of Collateral with any of the Borrower’s funds or property. Except as otherwise provided under the covenants and agreements relating to Collateral in this Security Agreement or elsewhere herein, unless an Event of Default has occurredoccurred and is continuing, notify any parties obligated on any of the Non-Tangible Collateral to make payment to the Trustee of any amounts due or to become due thereunder and enforce collection of any of the Non-Tangible Collateral by suit or otherwise. Upon request of the Trustee at any time a Default or an Event of Default has occurred and is continuing, the Borrower shall be entitled Debtor will, at its own expense notify any parties obligated on any of the Non-Tangible Collateral to exercise make payment to the Trustee of any amounts due or refrain from exercising to become due thereunder. Upon request of the Trustee at any time a Default or an Event of Default has occurred and is continuing, the Debtor will (except as the Trustee may otherwise consent in writing) forthwith, upon receipt, transmit and deliver to the Trustee, in the form received, all voting cash, checks, drafts, chattel paper and other consensual rights pertaining instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by the Trustee) which may be received by the Debtor (except for amounts payable to regulatory authorities as required by law) at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as the Trustee may otherwise consent in writing, any such items which may be received by the Debtor after such request by the Trustee will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for the Trustee until delivery is made to the Collateral or any part thereof for any purpose not inconsistent Trustee. The Debtor will comply with the terms and conditions of any consent given by the Trustee pursuant to the provisions of this Security Agreement and paragraph. All items or amounts which are delivered by the other Transaction Documents.
Debtor to the Trustee (for collected directly by the Trustee, as the case may be) The Borrower will place a legend pursuant to the foregoing provisions of this Section 4 on all Chattel Paper constituting part account of partial or full payment or otherwise as proceeds of any of the Collateral that shall be deposited to the Secured Party has credit of a security interest in such Chattel Paper.
deposit account (gherein called the "Assignee Deposit Account") At such time as (i) all amounts due and owing under of the Transaction Documents have been paid, (ii) all Events of Default, if any, have been cured, and (ii) there exists no condition, event or act which, Debtor with the giving Trustee, as security for the performance and payment of notice or lapse of the Obligations. The Debtor shall have no right to withdraw any funds deposited in the Assignee Deposit Account. The Trustee may, from time to time, in its discretion, but subject to the Indenture, apply all or bothany of the then balance, would constitute representing collected funds, in the Assignee Deposit Account, as set forth in Section 8, including toward payment of the Obligations, whether or not due. So long as a Default or an Event of DefaultDefault has occurred and is continuing, the right Trustee is authorized to exercise all rights with respect to endorse, in the name of the Debtor, any item, howsoever received by the Trustee, representing any payment on or other proceeds of any of the Collateral, provided it has not been sold or otherwise applied pursuant to this Security Agreement, shall revert to the Borrower.
Appears in 1 contract
Samples: Security Agreement (Windsor Woodmont Black Hawk Resort Corp)
Processing, Sale, Collections, Etc. (a) The Borrower will use Equipment constituting Collateral solely in the conduct of the Borrower’s business, will keep all tangible Collateral in good order and repair, wear and tear excepted, and will not waste or destroy any part of the Collateral nor use any of the Collateral in material violation of any statute or ordinance.
(b) Until notice to Debtors from the Secured Party Lender to the contrary contrary, given at any time after the occurrence and during the continuance of any Event of Default or Unmatured Insolvency Default, the Borrower each Debtor (i) may, in the ordinary course of its business, at its own expense, sell, lease, lease or furnish under contracts of service any of the Inventory normally held by such Debtor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by such Debtor for such purpose (but no such sale or use shall limit or impair the Lender's Security Interest in any proceeds thereof, including, without limitation, any Account of such Debtor); , (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the its Intangible Collateral, and take including the taking of such action with respect to such collection as the Secured Party Lender may reasonably request or, in the absence of such request, as the Borrower such Debtor may deem advisable; , and (iii) may grant in grant, subject to the ordinary course of businessnext sentence hereof, to any person Person obligated on any of the Intangible Collateral, any rebate, refund, refund or allowance to which such person Person may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Intangible Collateral. Lender, however, may at any time after an Event of Default or an Unmatured Event of Default, (1) notify any Person obligated on any of the Intangible Collateral of any Debtor to make payment to Lender of any amounts due or to become due thereunder; (2) enforce collection of any of any such Debtor's Intangible Collateral by suit or otherwise; (3) surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby; and (4) notify any Debtor (and upon receipt of such notice such Debtor agrees to notify, at its sole expense, any parties obligated on any of its Collateral) to make pament to Lender of any amount due or to become due under the Collateral of such Debtor.
(b) Subject to the terms of the Secured Credit Agreement, each Debtor will, forthwith upon receipt, transmit and deliver to Lender or any Depositary Account Bank, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by Lender or any Depositary Account Bank) which may be received by such Debtor at any time in full or partial payment, or other proceeds of any Collateral of such Debtor. Except as Lender may otherwise consent in writing, any such items which may be so received by any Debtor will not be commingled by such Debtor with any of its other funds or property, but, until delivery to Lender or any Depositary Account Bank, will be held separate and apart from such other funds and property and in trust for Lender or any Depositary Account Bank.
(c) Except as permitted Lender and any Depositary Account Bank each is authorized to endorse, in the name of any Debtor, any item, howsoever received by Section 4.3(b) or 4.3(d), the Secured Party does not authorize the Borrower to, and the Borrower will not sell, lease, assign, license, transfer, or otherwise dispose of or in any manner alter, modify, manufacture, process, or assemble the Collateral Lender or any part thereof.
(d) Any Equipment constituting Collateral which is worn out, destroyed, Depositary Account Bank representing any payment on or damaged beyond repair may be disposed of but will promptly be replaced by new Equipment, free other proceeds of any Lien except for Permitted Liens, which has a value or utility at least equal as of the date of replacement to the value or utility of the replaced Equipment as of the date hereofsuch Debtor's Collateral.
(e) So long as the Borrower holds any proceeds of the Collateral, the Borrower will hold same separate and apart from any other property of the Borrower and in trust for the Secured Party and shall not commingle the proceeds of Collateral with any of the Borrower’s funds or property. Except as otherwise provided under the covenants and agreements relating to Collateral in this Security Agreement or elsewhere herein, unless an Event of Default has occurred, the Borrower shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement and the other Transaction Documents.
(f) The Borrower will place a legend on all Chattel Paper constituting part of the Collateral that the Secured Party has a security interest in such Chattel Paper.
(g) At such time as (i) all amounts due and owing under the Transaction Documents have been paid, (ii) all Events of Default, if any, have been cured, and (ii) there exists no condition, event or act which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, the right to exercise all rights with respect to the Collateral, provided it has not been sold or otherwise applied pursuant to this Security Agreement, shall revert to the Borrower.
Appears in 1 contract
