Security Covenants. During the Security Period, Company shall, and shall cause each of the Subsidiaries to, at its own respective cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as may from time to time be necessary or as such Buyer or the Collateral Agent may from time to time request in order to carry out the intent and purposes of this Agreement, the Security Documents and the other Transaction Documents and the transactions contemplated hereby and thereby, including all such actions to establish, create, preserve, protect and perfect a first priority Lien (subject only to Permitted Liens) in favor of the Collateral Agent for the benefit of such Buyer on the Collateral (as each term is defined in the Security Agreement, and including Collateral acquired after the date hereof), including on any and all assets of the Company and each of the Subsidiaries, whether now owned or hereafter acquired.
(i) Without limiting the generality of the foregoing, in the event that the Company or any of the Subsidiaries shall, during the Security Period, acquire or form any new Subsidiary after the date hereof, the Company shall, or shall cause the respective Subsidiary to cause such new Subsidiary, upon such acquisition or concurrently with such formation, as applicable, (A) to execute, and thereafter perform its obligations under, the Security Agreement and the Guaranty and to take such other action (including authorizing the filing of such UCC financing statements and delivering certificates in respect of the equity securities of such Subsidiary) as shall be necessary or appropriate to establish, create, preserve, protect and perfect a first priority Lien (subject only to Permitted Liens) in favor of the Collateral Agent for the benefit of the Collateral Agent and Buyers on all assets, both real and personal, in which such new Subsidiary has or may thereafter acquire any interest, (B) to execute such other Security Documents, in form and content acceptable to the Collateral Agent, as may be required or requested by the Collateral Agent in connection with the actions contemplated by the preceding clause (A), and (C) to deliver such proof of corporate (or comparable) action, incumbency of officers, opinions of counsel and other documents as the Collateral Agent shall have required or requested.
(ii) During the Security Period, (A) the Company shall, and shall cause each of the Subsidiaries to, take s...
Security Covenants. From the date of this Agreement until the first date following the Closing Date on which no Notes are outstanding and the Security Agreement has terminated, the Company shall, and shall cause each of its Subsidiaries and Foreign Subsidiaries to, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as may from time to time be necessary or as a Buyer or the Collateral Agent may from time to time reasonably request in order to carry out the intent and purposes of this Agreement, the Security Documents and the other Transaction Documents and the transactions contemplated hereby and thereby, to the extent feasible by local law, including all such actions to establish, create, preserve, protect and perfect a first priority Lien in favor of the Collateral Agent for the benefit of such Buyer in the Collateral (as each term is defined in the Security Agreement).
Security Covenants. So long as any amount owing under this Agreement remains unpaid or any Lender has any obligation under this Agreement, and unless consent is given in accordance with Section 9.1, the Borrower shall and shall cause each other Credit Party to:
Security Covenants. So long as any amount owing under this Agreement remains unpaid or the Lender has any obligation under this Agreement, and unless consent is given in accordance with Section 11.2, the Borrower shall:
Security Covenants. So long as any amount owing by the Borrower or any of its Subsidiaries under the Loan Documents remains unpaid, and unless consent is given in accordance with Section 9.1, the Borrower shall:
Security Covenants. (a) The Loan together with all interest, fees, commitment charges, costs, charges, expenses and other monies whatsoever stipulated in or payable under this Agreement and the other transaction documents shall be secured by the assets over which the Security has been created as specified in the Schedule (“Secured Assets”).
(b) The Security will be created in favour of the Bank, as required by the Bank, in a form and manner acceptable to the Bank.
(c) The Borrower/Co-Borrower(s) agrees that this Loan Agreement, and any Security hereby created or created subsequently, for and on account of the Loan, shall operate as a continuing security for all the obligations of the Borrower/Co-Borrower(s) in respect of the Loan, notwithstanding any partial payments or fluctuation of accounts.
(d) In the event of failure to observe any of the conditions set out in the Loan/Security documents, the Bank can exercise their right on the Security and may enforce their right on the Secured Assets.
(e) The Bank may, in exercise of the powers, cause the Secured Assets to be sold by public auction or otherwise. In order to facilitate sale of the Secured Assets, the Borrower/CoBorrower(s) agrees to execute and deliver transfer/sale letter to the Bank.
(f) The Borrower/Co-Borrower(s) shall not, without the written consent of the Bank, create in any manner any charge, lien or other encumbrance on the Security given to the Bank in respect of such advance or create any interest in such Security in favour of any other third party or person.
(g) On demand, the Borrower/Co-Borrower(s) agrees to deliver to the Bank post-dated cheques for the payment of EMIs and the Borrower/Co-Borrower(s) warrants that the cheques will be honoured on first presentation. Any non- presentation of a cheque due to any reason will not affect the liability of the Borrower/Co-Borrower(s) to pay the installments or any other sum. The Borrower/Co-Borrower(s) agrees to forthwith replace the cheque/issue fresh cheques if required by the Bank. The Borrower/Co-Borrower(s) shall not be entitled to call upon the Bank to refrain from presenting any cheque for payment and if the Borrower/Co-Borrower(s) does so, the Bank shall nevertheless be entitled to present the cheque for payment and in the event of dishonor, the provisions under Chapter XVII of the Negotiable Instruments Act, 1881 shall apply.
(h) The Borrower shall notify the Bank, within 24 (twenty four) hours from the date of either (i) receipt of any demand/notice fr...
Security Covenants. So long as any amount owing under this Agreement remains unpaid, and unless written consent is given by the Lender, the Borrower shall:
(a) Promptly cure or cause to be cured any defects in the execution and delivery of this Agreement or any defects in the validity or enforceability of any of the Security and at its expense, execute and deliver or cause to be executed and delivered, all such agreements, instruments and other documents (including the filing of any financing statements or financing change statements) as the Lender reasonably may consider necessary or desirable to protect or otherwise perfect the security interest granted under the Security Agreement.
Security Covenants. With respect to any Production Proceeds (as defined in the Mortgages) received by Company or any of its Subsidiaries which constitute (i) payment of oil or gas proceeds received on account of, or for the benefit of, any third-party owner of oil or gas interests or (ii) taxes, charges, costs and expenses that are required to be paid on account of such Production Proceeds on account of, or for the benefit of, any third-party owner of oil or gas interests (the items in clauses (i) and (ii), the "THIRD-PARTY PRODUCTION PROCEEDS"), the Company shall, and shall cause its Subsidiaries to, segregate that portion of Production Proceeds received on any day constituting Third-Party Production Proceeds into a segregated Deposit Account (as defined in the Security Agreement) covered by an Account Control Agreement (as defined in the Security Agreement) which only has Third-Party Production Proceeds on deposit therein at any time. Company shall, and shall cause its Subsidiaries to, deposit all Production Proceeds not constituting Third-Party Production Proceeds into a Deposit Account of the Company or one of its Subsidiaries which does not contain Third-Party Production Proceeds or any other Production Proceeds that are subject to an ownership interest or other claim by any third-party. The Company shall provide written notice to the holders of the Notes as to which Deposit Account is segregated for Third-Party Production Proceeds, and shall not change the Deposit Account segregated for Third-Party Production Proceeds without prior written consent of the holders of the Notes. Notwithstanding anything else to the contrary contained in this Agreement or any Transaction Document, Company shall, and shall cause its Active Subsidiaries to, enter into Mortgages covering all Real Property located in the State of Kansas within thirty (30) days of the Initial Closing and, in connection therewith, shall simultaneously deliver to the Buyers an opinion from Kansas counsel acceptable to the Buyers with respect to (i) the creation and perfection of the security interests purported to be created by such Mortgages, (ii) the compliance of such Mortgages with applicable laws, (iii) taxes, fees or other charges required under applicable laws in connection with the filing of such Mortgages, and (iv) such other opinions with respect to the Mortgages as reasonably requested by the Buyers, in each case in form and substance substantially similar to the opinions received by the Buyers in conne...
Security Covenants. To protect the security afforded by this Article II, the Company covenants and agrees as follows:
(i) The Company will comply with, perform and discharge each and every obligation, covenant, condition, duty and agreement which each or any of the Commitments provides are to be performed by the Company, the noncompliance with which could have an adverse effect on the Company or could adversely affect the security provided hereby. The Company will continue to service the Collateral Mortgage Loans according to the standards of practice in the mortgage banking industry and according to applicable Xxxxxx Mae guidelines.
(ii) Without the prior written consent of the Credit Agent, the Company will not waive, excuse, condone, forgive or in any manner release or discharge any other party to any Commitment from the obligations, covenants, conditions, duties and agreements contained in any such Commitment or amend, modify or otherwise change, terminate or assign any Commitment or agree to do any of the foregoing, if the consequences of any of the foregoing acts would be to adversely affect the Company’s condition, financial or otherwise or to adversely affect the security provided hereby. The Company will not sell, transfer or pledge any servicing agreements or arrangements without the prior written consent of the Credit Agent, provided, however, that Credit Agent’s consent will not be required for the sale or transfer of servicing rights if (A) the sale comprises an immaterial portion of the Company’s servicing rights, (B) the sale is an isolated transaction made in the ordinary course of the Company’s business, and (C) on a pro forma basis no financial covenant set forth in this Agreement would be violated after giving effect to such sale.
(iii) At its sole cost and expense, the Company will promptly and diligently exercise each and every material right it may have under any of the Commitments and any servicing agreements or arrangements and will appear in and defend in good faith any action or proceeding arising under, growing out of or in any manner connected with the obligations, covenants, conditions, duties, agreements or liabilities of the Company under any of the Commitments and any servicing agreements or arrangements.
(iv) In the event of receipt of actual, record or constructive notice (“Notice”) of attachment, execution, lien, security interest, claim, encumbrance or other levy or legal process (each an “Attachment”) against all or any part of the Commitm...
Security Covenants. Additionally, Tenant warrants and represents that it shall make a minimum expenditure of at least $120,000.00, in addition to the Tenant Improvement allowance referenced in Section 2(c) below, on furniture, fixtures, equipment, computers, computer wiring and telephone systems, which shall be located within the Leased Premises. Invoices confirming the foregoing expenditures shall be provided to Landlord and, in the event such minimum expenditures are not made (by December 1, 1996), the aforesaid letter of credit shall be increased to a total amount of $350,000.00 (such replacement letter of credit being due by December 31, 1996). The letter credit shall be required for not less than the initial twenty-four (24) months of the Term, at which point the letter of credit requirement in subsection (A) above shall lapse, provided that no Event of Default has occurred and remains continuing under this Lease. The requirement for such letter of credit shall terminate prior to twenty-four (24) months provided the following conditions are met: (1) there has been no Event of Default which has occurred and remains continuing under this Lease, and (2) Template provides Landlord audited financial statements from an independent Certified Public Accountant which verifies that Tenant's shareholders' equity is at least three million dollars ($3,000,000.
