to the Agent. The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
to the Agent. The Agent shall have no obligation to any of the other parties hereto to request the delivery of, or to maintain copies of, the documents referred to above.
to the Agent. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (a) through (e) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii), (iii) or (iv) above.
to the Agent. The Borrower will furnish to the Agent, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate substantially in the form of Exhibit C executed by a Responsible Officer (i) certifying as to the matters set forth therein and stating that no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail), and (ii) setting forth in reasonable detail the computations necessary to determine whether the Borrower is in compliance with Sections 9.12, 9.13, 9.14, and 9.15, as of the end of the respective fiscal quarter or fiscal year. The Borrower hereby acknowledges that (i) the Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, "Company Materials") by posting the Company Materials on IntraLinks or another similar electronic system (the "Platform") and (ii) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a "Public Lender"). The Borrower hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Company Materials "PUBLIC," the Borrower shall be deemed to have authorized the Agent and the Lenders to treat such Company Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Company Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Investor"; and (z) the Administrative Agent shall be entitled to treat Company Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Investor."
to the Agent. Upon receipt of any notice of repayment or prepayment, the Agent shall promptly notify each applicable Term Lender of the contents thereof and of such applicable Lender’s portion of the repayment or prepayment.
to the Agent. In the event of the Landlord authorising preparation of references and subsequently withdrawing the property the Landlord will, via the agents, be responsible for refunding any fees or costs incurred to the prospective tenants. • The Agency Agreement shall terminate if: o If either party shall be wound up either compulsorily or voluntarily or becomes bankrupt or make a compromise agreement with his or their creditors, or o Either party having committed a serious breach of this agreement shall neglect or fail to remedy such breach (whether capable of remedy or not) within two months of being required to do so in writing by the other party. In such event a default notice may be served upon the faulting parting to summarily terminate the Agency Agreement.
to the Agent. The Agent itself may, upon the occurrence of an Event of Default, so notify and direct any such account debtor or other person that such payments are to be made directly to the Agent.
(c) Upon the occurrence of any event of default, for purposes of assisting the Agent in exercising its rights and remedies provided to it under this Security Agreement, each Grantor (i) hereby irrevocably constitutes and appoints the Agent its true and lawful attorney, for and in such Grantor's name, place and stead, to collect, demand, receive, sue xxx, compromise, and give good and sufficient releases for, any monies due or to become due on account of, in payment of, or in connection with the Collateral, (ii) hereby irrevocably authorizes the Agent to endorse the name of such Grantor, upon any checks, drafts, or similar items which are received in payment of, or in connection with, any of the Collateral, and to do all things necessary in order to reduce the same to money, (iii) with respect to any Collateral, hereby irrevocably assents to all extensions or postponements of the time of payment thereof or any other indulgence in connection therewith, to each substitution, exchange or release of Collateral, to the addition or release of any party primarily or secondarily liable, to the acceptance of partial payments thereon and the settlement, compromise or adjustment (including adjustment of insurance payments) thereof, all in such manner and at such time or times as the Agent shall deem advisable and (iv) hereby irrevocably authorizes the Agent to notify the post office authorities to change the address for delivery of such Grantor's mail to an address designated by the Agent, and the Agent may receive, open and dispose of all mail addressed to such Grantor. Notwithstanding any other provisions of this Security Agreement, it is expressly understood and agreed that the Agent shall have no duty, and shall not be obligated in any manner, to make any demand or to make any inquiry as to the nature or sufficiency of any payments received by it or to present or file any claim or take any other action to collect or enforce the payment of any amounts due or to become due on account of or in connection with any of the Collateral.
to the Agent. In lieu of providing a certificate, please execute this form in the space below and promptly fax it to Lessor at 000-000-0000. This fully endorsed form shall serve as proof that Lessee's insurance meets the above requirements.
to the Agent. The Agent shall promptly notify each Lender of its share of each Borrowing under this Section 2.3, the date of such Borrowing and the Interest Period applicable thereto. On the Borrowing Date specified in such notice, each Lender shall make its share of the Borrowing available at the office of the Agent no later than 1:00 p.m. New York City time in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund each Borrowing hereunder, the Agent shall disburse such funds via Federal Funds wire transfer to the Borrower's account at the Custodian, ABA No. 011-001-438, Account No. 5821-5013 Control Wire, Re: Belport Capital Xxxx XXX - 4970, or to such other account as to which the Borrower shall instruct the Agent in writing.
to the Agent. (i) the Security Agreement in the form and substance of Exhibit B hereto (the "Security Agreement"); and
(ii) any such other financing statements, mortgages, leasehold assignments, and other collateral documents required to grant and perfect liens on all assets of Chempower and its Subsidiaries, as may be requested by the Agent.
