Warranties, Representations and Covenants of Debtor. Debtor hereby warrants, represents and covenants to Secured Party as follows: (1) Debtor is and will be the sole owner of the Collateral, free from any lien, security interest, encumbrance or adverse claim of any kind other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted Encumbrances. Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof except in favor of Secured Party or in connection with the Ford Lien, the CIB Lien and the Xxxxxx Xxxx. Debtor will notify Secured Party of, and will defend the Collateral against, all claims and demands of all persons at any time claiming the same or any interest therein, except in connection with the Ford Lien, the CIB Lien and the Xxxxxx Xxxx. (2) The Collateral will not be used and was not purchased for personal, family or household purposes. (3) Subject to the terms of subparagraph 2(e) hereof, the Collateral will be kept on the Premises, and Debtor will not remove the Collateral from the Premises without the prior written consent of Secured Party. (4) At the request of Secured Party, Debtor has or will join Secured Party in executing one or more financing statements identifying the Collateral and evidencing the security interest of Secured Party in the Collateral pursuant to the requirements of the Uniform Commercial Code and in form satisfactory to Secured Party. Debtor will pay the cost of filing the same in all public offices wherever filing is deemed necessary or desirable by Secured Party. (5) Except as otherwise expressly permitted under the Loan Agreement, without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, Debtor will not sell, exchange, dispose of, lease, offer to sell or otherwise transfer or otherwise deal with the Collateral or any portion or interest therein, unless simultaneously therewith, new items of Collateral, which items may be similar to those proposed to be disposed of and which shall be of equal or greater value, are substituted therefor. Upon the request of Second Party, Debtor shall file with Secured Party a certificate signed by Debtor describing such portion of the Collateral as is being so disposed of and stating that the same has become obsolete, worn out, damaged, destroyed, sold, transferred or exchanged, and that such portion of the Collateral will be replaced immediately upon the removal thereof. Such certificate likewise shall certify as to the reasonable and equivalent value of the property so acquired or to be acquired in replacement or substitution. All after-acquired property of the Debtor located on the Premises and all additions or replacements acquired pursuant to the provisions of this Section shall immediately be and become, without any other act on the part of Debtor, subject to the security interest and lien of this Agreement, which security interest shall be prior to any other security interest or lien on such property other than the Ford Lien and the CIB Lien. Unless expressly recited or provided to the contrary in this Agreement, the Mortgage or in the other Ancillary Agreements, Debtor may not hereafter acquire any property subject to prior security interests. If the Collateral or any part thereof is sold, transferred, exchanged, or otherwise disposed of, the security interest of Secured Party shall extend to the proceeds of such sale, transfer, exchange or other disposition. (6) Debtor shall cause the Collateral at all times to be kept insured at its own expense under one or more policies with such companies, for such periods and amounts, against such risks and liabilities, and in such form as set forth in the Loan Agreement, with Secured Party named as an additional insured and loss payee and mortgagee clauses attached to all policies in favor of and in form satisfactory to Secured Party. Such insurance policies shall provide for at least thirty (30) days' prior written notice to Secured Party of any cancellation, termination, lapse or alteration in a manner adverse to Secured Party, which shall include, but not be limited to, decreases in the amount of coverage limits under such policies of insurance, increases in deductibles required to be paid under such policies of insurance, and elimination or reduction of specific types of coverage provided under such policies of insurance, and original certificates evidencing such policies shall be delivered to and held by Secured Party, together with evidence of payment of premiums thereon. Debtor will promptly notify Secured Party of any loss or damage to the Collateral and will not adjust or settle such or any loss without the written consent of Secured Party, except as otherwise provided in the Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, and in the event of foreclosure or sale under this Agreement, all right, title and interest of Debtor in and to any insurance policies then in force shall pass to the purchaser at any sale, and Secured Party is hereby appointed attorney-in-fact for Debtor to assign and transfer said policies. In the event of damage or casualty resulting in a loss payable under any of the aforementioned insurance policies, Secured Party is authorized, except as otherwise provided in the Loan Agreement (i) to adjust and settle any claim under the appropriate policy pursuant to which right Secured Party is hereby appointed attorney-in-fact for Debtor to make proof of loss, or (ii) to allow Secured Party on behalf of and in the name and stead of Debtor to adjust and settle any such claim. In either case, except as otherwise provided in the Loan Agreement, Secured Party is authorized to collect and receipt for any such insurance proceeds paid pursuant to the settlement and such authorization is hereby deemed an assignment to Secured Party by Debtor of its rights to any such proceeds. Anything in the foregoing to the contrary notwithstanding, Debtor is hereby authorized to adjust and settle any claim and to collect and receipt for the proceeds thereof so long as such claim does not exceed One Hundred Fifty Thousand Dollars ($150,000.00), and all such claims so adjusted and settled do not exceed the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00). (7) Debtor will keep the Collateral free from any lien, security interest or encumbrance other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted Encumbrances, and in good condition and repair, ordinary wear and tear excepted. Upon the occurrence and during the continuance of an Event of Default, and at the request of Secured Party, Debtor will make necessary or desirable repairs, replacements, and renewals to the Collateral which may be required by reason of use, wear, obsolescence, damage or destruction, however caused, to the end that the efficiency of the business conducted on the Premises shall not be impaired. Debtor will not misuse, abuse, allow to deteriorate, waste or destroy the Collateral or any part thereof, except for ordinary wear and tear in the course of its normal and expected use. Debtor will not use the Collateral in violation of any statute or governmental rule, regulation or ordinance. (8) Except as otherwise provided in the Loan Agreement, Debtor will pay prior to delinquency all taxes and assessments assessed against the Collateral or imposed on account of its use or operation ("Charges") and shall deliver to Secured Party, upon the request of Secured Party, a receipt or other evidence satisfactory to Secured Party, of the payment thereof. (9) At Secured Party's request, Debtor will execute any document, procure any document and do all other acts which from the character or use of the Collateral may be reasonably necessary to protect the Collateral against the rights, claims or interests of third persons other than the Ford Lien, CIB Lien and Xxxxxx Xxxx and will otherwise preserve the Collateral as security hereunder. (10) Debtor shall furnish promptly to Secured Party such information concerning the Collateral as Secured Party may from time to time request. Debtor shall permit and hereby authorizes Secured Party to examine and inspect the Collateral and any portion thereof wherever the same may be located. Upon the occurrence and during the continuance of an Event of Default, Debtor shall, at the request of Secured Party, assemble the Collateral or such portion thereof as may be designated by Secured Party, together with all documents and records pertaining thereto, at such place as Secured Party may designate.
Appears in 1 contract
Warranties, Representations and Covenants of Debtor. Debtor hereby --------------------------------------------------- warrants, represents and covenants to Secured Party as follows:
(1a) Debtor is is, and as to portions of the Collateral to be acquired after the date hereof, will be be, the sole owner of the Collateral, free from any lien, security interest, encumbrance or adverse claim of any kind whatsoever thereon other than the Ford Lienlien in favor of Greyhound Financial Corporation ("Greyhound"), granted pursuant to a Security Agreement and certain other security instruments of even date herewith given by Debtor to Greyhound to secure two loans from Greyhound in the CIB Lienaggregate principal amount of not more than $2,500,000 (the "Greyhound Financing"). Except as otherwise provided herein, the Xxxxxx Xxxx and the other Permitted Encumbrances. Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof or interest therein except in favor of Secured Party or in connection with the Ford Lien, the CIB Lien and the Xxxxxx XxxxGreyhound. Debtor will notify Secured Party of, and will defend the Collateral against, all claims and demands of all persons (other than Greyhound) at any time claiming the same or any interest therein, except in connection with the Ford Lien, the CIB Lien and the Xxxxxx Xxxx.
(2b) The Collateral will is not be used and was not purchased or bought for personal, family or household purposes.
(3c) Subject Debtor will, from time to the terms of subparagraph 2(e) hereoftime, the Collateral will be kept on the Premises, and Debtor will not remove the Collateral from the Premises without the prior written consent of Secured Party.
(4) At upon the request of Secured Party, Debtor has or will join Secured Party in executing execute and deliver one or more financing statements identifying the Collateral and evidencing the security interest of Secured Party in the Collateral pursuant to the requirements of the Uniform Commercial Code as enacted in the jurisdictions in which all or any portion of the Collateral and Debtor are located (the "UCC") and such additional security instruments in form reasonably satisfactory to Secured Party. Debtor Party and will pay the cost of filing the same in all public offices wherever filing is deemed by Secured Party to be reasonably necessary or desirable by desirable, and Debtor hereby authorizes Secured Party and grants to Secured Party an irrevocable power of attorney to the extent Debtor may lawfully do so to execute in the name and on behalf of Debtor any such UCC financing statements or other security instruments if Debtor fails to do so upon the request of Secured Party.
(5d) Except as otherwise expressly permitted under the Loan AgreementDebtor will not, without the prior written consent of Secured Party, which consent shall not be unreasonably withheldsell, Debtor will not offer to sell, transfer, exchange, dispose of, lease, offer to sell or otherwise transfer or otherwise deal with the Collateral or any portion or interest therein, unless simultaneously therewith, therewith new items of Collateral, which items may shall be similar to those proposed to be disposed of and which shall be of equal or greater replacement value, are substituted therefor. Upon the request of Second Party, Debtor shall file with Secured Party a certificate signed by Debtor describing such portion of the Collateral as is being so disposed of and stating that the same has become obsolete, worn out, damaged, destroyed, sold, transferred or exchanged, and that such portion of the Collateral will be replaced immediately upon the removal thereof. Such certificate likewise shall certify as to the reasonable and equivalent value of the property so acquired or to be acquired in replacement or substitution. All after-acquired personal property of the Debtor located on the Premises covered hereby and all additions or replacements acquired pursuant to the provisions of this Section paragraph shall immediately be and becomebecome a part of the Collateral, without any other act act, conveyance or mortgage on the part of Debtor, and not subject to any other act, conveyance or mortgage on the security interest part of Debtor, and lien of this Agreement, which security interest shall be prior not subject to any other security interest or lien on such property other than the Ford Lien and the CIB Lien. Unless addition or replacement whether senior or subordinate thereto, unless expressly recited or provided to the contrary in this Agreement, the Mortgage Agreement or in the other Ancillary Agreements, Debtor may not hereafter acquire any property subject to prior security interestsFinancing Documents. If the Collateral or any part thereof is sold, transferred, exchanged, or otherwise disposed of, including as provided above, the security interest of Secured Party shall extend to the proceeds of such sale, transfer, exchange or other disposition.
(6e) Debtor shall will cause the Collateral at all times to be kept insured at its own expense under one or more policies with such companies, for such periods and amounts, against such risks and liabilities, and in such form as set forth in the Loan Agreementare reasonably satisfactory from time to time to Secured Party, with Secured Party as a named as an additional insured and with loss payee payable to Secured Party and mortgagee clauses attached to all policies in favor of and in form satisfactory to Secured Party. Such insurance policies shall provide provide, at a minimum, for at least thirty (30) days' days prior written notice to Secured Party of any cancellation, termination, lapse lapse, reduction in amount or alteration material change in a manner adverse coverage of such policies. Debtor will provide certificates of insurance to Secured Party, which shall include, but not be limited to, decreases in the amount of coverage limits under such policies of insurance, increases in deductibles required to be paid under such policies of insurance, and elimination or reduction of specific types of coverage provided under such policies of insurance, and original certificates evidencing such policies shall be delivered to and held by Secured Party, together with evidence of payment of premiums thereon. Debtor will promptly notify Secured Party of any loss or damage to the Collateral and will not adjust or settle any such loss or any loss damage without the written consent of Secured Party, except as otherwise provided in the Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, and in In the event of foreclosure of or sale under this Agreement, all right, title and interest of Debtor in and to any insurance policies then in force shall pass to the purchaser at any sale, and Secured Party is hereby appointed attorney-in-fact for Debtor to assign and transfer said the policies. In the event of damage or casualty resulting in a loss payable under any of the aforementioned insurance policies, Secured Party is authorized, except as otherwise provided in the Loan Agreement (i) to adjust and settle any claim under the appropriate policy pursuant to which right Secured Party is hereby appointed attorney-in-fact for Debtor to make proof of loss, or (ii) to allow Secured Party on behalf of and in the name and stead of Debtor to adjust and settle any such claim. In either case, except as otherwise provided in the Loan Agreement, Secured Party is authorized to collect and receipt for any such insurance proceeds paid pursuant to the settlement and such authorization is hereby deemed an assignment to Secured Party by Debtor of its rights to any such proceeds. Anything in the foregoing to the contrary notwithstanding, Debtor is hereby authorized to adjust and settle any claim and to collect and receipt for the proceeds thereof so long as such claim does not exceed One Hundred Fifty Thousand Dollars ($150,000.00), and all such claims so adjusted and settled do not exceed the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00).
(7f) Debtor will keep the Collateral free from any lien, security interest or encumbrance (other than with regard to the Ford Lien, Greyhound Financing or as otherwise permitted in the CIB Lien, the Xxxxxx Xxxx and the other Permitted Encumbrances, Note Agreement) and in good condition condition, repair and repair, ordinary wear operating order and tear excepted. Upon the occurrence from time to time will promptly make needful and during the continuance of an Event of Default, and at the request of Secured Party, Debtor will make necessary or desirable proper repairs, replacements, renewals, additions, and renewals to the Collateral betterments which may be required by reason of use, wear, obsolescence, damage or destruction, however caused, to the end that the good operation, condition and efficiency of the business conducted on the Premises Collateral shall not be impaired. Debtor , and will not misuse, abuse, allow to deteriorate, waste or destroy the Collateral or any part thereof, except for ordinary wear and tear in the course of its normal and expected use. Debtor will not use the Collateral in violation of any statute or governmental rule, regulation or ordinance.
(8) Except as otherwise provided in the Loan Agreement, g) Debtor will pay prior to delinquency all taxes and assessments assessed against, levied upon, or placed against the Collateral or imposed on account of its ownership, use or operation ("Charges") operation, or upon this Agreement, and shall will deliver to Secured Party, upon the request of within ten (10) days after Secured Party's request, a receipt or other evidence satisfactory to Secured Party, Party of the payment thereof.
(9h) At Debtor will execute, alone or with Secured Party's request, Debtor will execute any document, will procure any document and will do all other acts which and pay all related costs, in a timely and proper manner, which, either pursuant to the terms and provisions of this Agreement or from the character or use of the Collateral may be reasonably necessary or advisable to protect the Collateral Collateral, against the rights, claims or interests of third persons other than the Ford Lienpersons, CIB Lien and Xxxxxx Xxxx and will otherwise preserve and perfect the Collateral as security hereunder. The specific undertakings required of Debtor in this Agreement shall not be construed to exclude the aforementioned general obligation.
(10i) Debtor shall will furnish promptly to Secured Party such information concerning the Collateral as Secured Party may from time to time reasonably request. Debtor , including, but not limited to accurate and detailed inventories of the Collateral, and shall permit permit, and hereby authorizes authorizes, Secured Party Party, its employees, agents and designees to examine and inspect the Collateral and or any portion thereof at any reasonable time wherever the same may be located. Upon the occurrence located and during the continuance of an Event of Default, Debtor shall, shall at the request of Secured Party, Party assemble the Collateral or such portion thereof as may be designated by Secured Party, together with all documents and records pertaining thereto, at such mutually convenient place as Secured Party may designate.
Appears in 1 contract
Samples: Security Agreement (CPS Systems Inc)
Warranties, Representations and Covenants of Debtor. Debtor hereby --------------------------------------------------- warrants, represents and covenants to the Secured Party as follows:
(1a) Debtor is and will be the sole owner of the Collateral, free from any lien, security interest, encumbrance or adverse claim of any kind other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted Encumbrances(except for those matters listed on Exhibit C hereto). Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof except in favor of Secured Party or in connection with the Ford Lien, the CIB Lien and the Xxxxxx XxxxParty. Debtor will notify Secured Party of, and will defend the Collateral against, all claims and demands of all persons at any time claiming the same or any interest therein, except in connection with the Ford Lien, the CIB Lien and the Xxxxxx Xxxx.
(2b) The Collateral will not be used and was not purchased for personal, family or household purposes.
(3c) Subject to the terms of subparagraph 2(e) hereof, the Collateral will be kept on the Premises, and Debtor will not remove the Collateral from the Premises without the prior written consent of Secured Party.
(4d) At the request of Secured Party, Debtor has or will join Secured Party in executing one or more financing statements identifying the Collateral and evidencing the security interest of Secured Party in the Collateral pursuant to the requirements of the Uniform Commercial Code and in form satisfactory to Secured Party. Debtor will pay the cost of filing the same in all public offices wherever filing is deemed by Secured Party to be necessary or desirable by Secured Partydesirable.
(5e) Except as otherwise expressly permitted under the Loan Agreement, without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, Debtor will not sell, exchange, dispose of, lease, offer to sell or otherwise transfer or otherwise deal with the Collateral or any portion or interest therein, unless simultaneously therewith, therewith new items of Collateral, which items may be similar to those proposed to be disposed of and which shall be of equal or greater value, are substituted therefor. Upon Together with the request information delivered to Secured Party pursuant to clause (i) of Second PartyArticle 7 of the Loan Agreement, Debtor shall file with the Secured Party a certificate signed by Debtor describing such portion of the Collateral consisting of furniture, fixtures and/or equipment as is being so has been disposed of during the Accounting Period (as defined in the Loan Agreement) covered by said information and stating that the same has become obsolete, worn out, damaged, destroyed, sold, transferred or exchanged, as the case may be, and that such portion of the Collateral will be replaced immediately upon the removal thereofsaid furniture, fixtures and/or equipment has been replaced. Such certificate likewise shall certify as to the reasonable and equivalent value of the property so acquired or to be acquired in replacement or substitution. All after-acquired property of the Debtor located on the Premises and all additions or replacements acquired pursuant to the provisions of this Section paragraph shall immediately be and become, without any other act on the part of the Debtor, subject to the security interest and lien of this Security Agreement, which security interest shall be prior to any other security interest or lien on such property other than the Ford Lien and the CIB Lienproperty. Unless expressly recited or provided to the contrary in this Agreement, the Mortgage Security Agreement or in the other Ancillary AgreementsLoan Documents, Debtor may not hereafter acquire any property subject to prior security interests. If the Collateral or any part thereof is sold, transferred, exchanged, or otherwise disposed of, the security interest of Secured Party shall extend to the proceeds of such sale, transfer, exchange or other disposition.
(6f) Subject to the Insurance Coverage provisions in the Mortgage, Debtor shall cause the Collateral at all times to be kept insured at its own expense under one or more policies with such companies, for such periods and amounts, against such risks and liabilities, and in such form as set forth in the Loan Agreementare reasonably satisfactory to Secured Party, with Secured Party as a named as an additional insured and with loss payee payable and mortgagee clauses attached to all policies in favor of and in form satisfactory to Secured Party. Such insurance policies shall provide for at least thirty (30) days' days prior written notice to Secured Party of any cancellation, termination, lapse lapse, reduction in amount or alteration in a manner adverse to Secured Party, which shall include, but not be limited to, decreases material change in the amount coverage of coverage limits under such policies of insurance, increases in deductibles required to be paid under such policies of insurancepolicies, and elimination or reduction of specific types of coverage provided under such policies of insurance, and original certificates evidencing such policies thereof shall be delivered to and held by Secured Party, together with evidence of payment of premiums thereon. Debtor will promptly notify Secured Party of any loss or damage to the Collateral and will not adjust or settle such or any loss without the written consent of the Secured Party, except as otherwise provided in the Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, and in In the event of foreclosure or sale under this Agreement, all right, title and interest of the Debtor in and to any insurance policies then in force shall pass to the purchaser at any sale, and Secured Party is hereby appointed attorney-in-fact for Debtor to assign and transfer said policies. In the event of damage or casualty resulting in a loss payable under any of the aforementioned insurance policies, Secured Party is authorized, except as otherwise provided in the Loan Agreement authorized (i) to adjust and settle any claim under the appropriate policy pursuant to which right Secured Party is hereby appointed attorney-in-fact for Debtor to make proof of loss, or (ii) to allow Secured Party on behalf of and in the name and stead of Debtor to adjust and settle any such claim. In either case, except as otherwise provided in the Loan Agreement, Secured Party is authorized to collect and give receipt for any such insurance proceeds paid pursuant to the settlement and such authorization is hereby deemed an assignment to Secured Party by Debtor of its rights to any such proceeds. Anything in the foregoing to the contrary notwithstanding, Debtor is hereby authorized to adjust and settle any claim and to collect and give receipt for the proceeds thereof so long as such claim does not exceed One Hundred Fifty Twenty-Five Thousand Dollars ($150,000.0025,000.00), and all such claims so adjusted and settled in any one (1) Fiscal Year do not exceed the aggregate amount of Two Hundred Fifty Seventy- Five Thousand Dollars ($250,000.0075,000.00).
(7g) Debtor will keep the Collateral free from any lien, security interest or encumbrance other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted Encumbrances, and in good condition and repair, ordinary wear and tear excepted. Upon the occurrence and during the continuance of an Event of Default, From time to time and at the request of Secured Party, Debtor will make necessary or desirable repairs, replacements, renewals and renewals additions to the Collateral which may be required by reason of use, wear, obsolescence, damage or destruction, however caused, to the end that the efficiency of the business conducted on the Premises shall not be impaired. Debtor will not misuse, abuse, allow to deteriorate, waste or destroy the Collateral or any part thereof, except for ordinary wear and tear in the course of its normal and expected use. Debtor will not use the Collateral in violation of any statute or governmental rule, regulation or ordinance.
(8) Except as otherwise provided in the Loan Agreement, h) Debtor will pay prior to delinquency all taxes and assessments assessed against the Collateral or Collateral, imposed on account of its use or operation or imposed upon the Note (collectively, "ChargesImpositions") and shall deliver to Secured Party, upon the request of within ten (10) days after Secured Party's request therefor, a receipt or other evidence satisfactory to Secured Party, of the payment thereof.
(9i) At the Secured Party's request, Debtor will execute any document, and/or procure any document and will do all other acts which from the character or use of the Collateral may be reasonably necessary to protect the Collateral against the rights, claims or interests of third persons other than the Ford Lienpersons, CIB Lien and Xxxxxx Xxxx and will otherwise preserve the Collateral as security hereunder.
(10j) Debtor shall furnish promptly to Secured Party such information concerning the Collateral as Secured Party may from time to time reasonably request. Debtor shall permit and hereby authorizes Secured Party to examine and inspect the Collateral and any portion thereof wherever the same may be located. Upon the occurrence and during the continuance of an Event of Default, Debtor shall, at the request of Secured Party, assemble the Collateral or such portion thereof as may be designated by Secured Party, together with all documents and records pertaining thereto, to the Collateral at such place as Secured Party may designate.
Appears in 1 contract
Samples: Security Agreement (Mutual Benefit Chicago Marriott Suite Hotel Partners L P)
Warranties, Representations and Covenants of Debtor. Debtor hereby warrants, represents and covenants to Secured Party as follows:
(1a) Debtor is and will be the sole owner of the Collateral, free from any lien, security interest, encumbrance or adverse claim of any kind kind, other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted EncumbrancesSecurity Interests. Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof thereof, except in favor of Secured Party or in connection with pertaining to the Ford Lien, the CIB Lien and the Xxxxxx XxxxPermitted Security Interests. Debtor will notify Secured Party of, and will defend the Collateral against, all claims and demands of all persons at any time claiming the same or any interest therein, except in connection with other than the Ford Lien, the CIB Lien and the Xxxxxx XxxxPermitted Security Interests.
(2b) The Collateral will not be used and was not purchased for personal, family or household purposes.
(3c) Subject to the terms of subparagraph 2(e) hereof, the Collateral will be kept on the Premises, and Debtor will not remove the Collateral from the Premises without the prior written consent of Secured Party.
(4) At the request of Secured Party, Debtor has or will join authorizes Secured Party in executing to file one or more financing statements identifying the Collateral and evidencing the security interest of Secured Party in the Collateral pursuant to the requirements of the Uniform Commercial Code and in form satisfactory to Secured Party. Debtor will pay the cost of filing the same in all public offices wherever filing is deemed by Secured Party to be necessary or desirable by Secured Partydesirable.
(5d) Except as otherwise expressly permitted under the Loan Agreement, without Without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, Debtor will not sell, exchange, dispose of, lease, offer to sell or otherwise transfer or otherwise deal with the Collateral or any portion or interest therein, unless simultaneously therewith, therewith new items of Collateral, which items may be similar to those proposed to be disposed of and which shall be of equal or greater value, are substituted therefor. Upon the request of Second Party, Debtor shall file with the Secured Party a certificate signed by Debtor describing such portion of the Collateral as is being so disposed of and stating that the same has become obsolete, worn out, damaged, destroyed, sold, transferred transferred, or exchanged, and that such portion of the Collateral will be replaced immediately upon the removal thereof. Such certificate likewise shall certify as to the reasonable and equivalent value of the property so as acquired or to be acquired in replacement or substitution. All after-acquired property of the Debtor located on the Premises and all additions or replacements acquired pursuant to the provisions of this Section paragraph shall immediately be and become, without any other act on the part of the Debtor, subject to the security interest and lien of this Security Agreement, which security interest shall be prior to any other security interest or lien on such property other than the Ford Lien and the CIB Lienproperty. Unless expressly recited or provided to the contrary in this Agreement, the Mortgage Security Agreement or in the other Ancillary AgreementsLoan Documents, Debtor may not hereafter acquire any property to be located on the Premises subject to prior security interests. If the Collateral or any part thereof is sold, transferred, exchanged, or otherwise disposed of, the security interest of Secured Party shall extend to the proceeds of such sale, transfer, exchange or other disposition.
(6e) Debtor shall cause the Collateral at all times to be kept insured at its own expense under one or more policies with such companies, for such periods and amounts, against such risks and liabilities, and in such form as set forth in the Loan Agreement, with Secured Party named as an additional insured and loss payee and mortgagee clauses attached to all policies in favor of and in form satisfactory to Secured Party. Such insurance policies shall provide for at least thirty (30) days' prior written notice to Secured Party of any cancellation, termination, lapse or alteration in a manner adverse to Secured Party, which shall include, but not be limited to, decreases in the amount of coverage limits under such policies of insurance, increases in deductibles required to be paid under such policies of insurance, and elimination or reduction of specific types of coverage provided under such policies of insurance, and original certificates evidencing such policies shall be delivered to and held by Secured Party, together with evidence of payment of premiums thereon. Debtor will promptly notify Secured Party of any loss or damage to the Collateral and will not adjust or settle such or any loss without the written consent of Secured Party, except as otherwise provided in the Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, and in the event of foreclosure or sale under this Agreement, all right, title and interest of Debtor in and to any insurance policies then in force shall pass to the purchaser at any sale, and Secured Party is hereby appointed attorney-in-fact for Debtor to assign and transfer said policies. In the event of damage or casualty resulting in a loss payable under any of the aforementioned insurance policies, Secured Party is authorized, except as otherwise provided in the Loan Agreement (i) to adjust and settle any claim under the appropriate policy pursuant to which right Secured Party is hereby appointed attorney-in-fact for Debtor to make proof of loss, or (ii) to allow Secured Party on behalf of and in the name and stead of Debtor to adjust and settle any such claim. In either case, except as otherwise provided in the Loan Agreement, Secured Party is authorized to collect and receipt for any such insurance proceeds paid pursuant to the settlement and such authorization is hereby deemed an assignment to Secured Party by Debtor of its rights to any such proceeds. Anything in the foregoing to the contrary notwithstanding, Debtor is hereby authorized to adjust and settle any claim and to collect and receipt for the proceeds thereof so long as such claim does not exceed One Hundred Fifty Thousand Dollars ($150,000.00), and all such claims so adjusted and settled do not exceed the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00).
(7) Debtor will keep the Collateral free from any lien, security interest or encumbrance other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted Encumbrances, and in good condition and repair, ordinary wear and tear excepted. Upon the occurrence and during the continuance of an Event of Default, and at the request of Secured Party, Debtor will make necessary or desirable repairs, replacements, and renewals to the Collateral which may be required by reason of use, wear, obsolescence, damage or destruction, however caused, to the end that the efficiency of the business conducted on the Premises shall not be impaired. Debtor will not misuse, abuse, allow to deteriorate, waste or destroy the Collateral or any part thereof, except for ordinary wear and tear in the course of its normal and expected use. Debtor will not use the Collateral in violation of any statute or governmental rule, regulation or ordinance.
(8) Except as otherwise provided in the Loan Agreement, Debtor will pay prior to delinquency all taxes and assessments assessed against the Collateral or Collateral, imposed on account of its use or operation or imposed upon the Secured Party’s Note ("Charges"“Impositions”) and shall deliver to Secured Party, upon within ten (10) days after the request 45931.0004\YOKENS\LAS\82300.4 due date of Secured Partyeach Imposition, a receipt or other evidence satisfactory to Secured Party, Party of the payment thereof.
(9f) At the Secured Party's ’s request, Debtor will execute any document, will procure any document and will do all other acts which from the character or use of the Collateral may be reasonably necessary to protect the Collateral against the rights, claims or interests of third persons other than the Ford Lienpersons, CIB Lien and Xxxxxx Xxxx and will otherwise preserve the Collateral as security hereunder.
(10g) Debtor shall furnish promptly to Secured Party such information concerning the Collateral as Secured Party may from time to time request. Debtor shall permit and hereby authorizes Secured Party to examine and inspect the Collateral and any portion thereof wherever the same may be located. Upon the occurrence and during the continuance of Following an Event of DefaultDefault (as hereinafter defined), Debtor shall, at the request of Secured Party, assemble the Collateral or such portion thereof as may be designated by Secured Party, together with all documents and records pertaining thereto, at such place as Secured Party may designate.
(h) The Debtor shall xxxx its books and records as may be necessary or appropriate to evidence, protect and perfect the Lender’s security interest in the Collateral. Such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in Collateral acquired after the date hereof, in each case, to the extent that a security interest in such Collateral can be perfected by the filing of a financing statement or, in the case of Collateral consisting of instruments, documents, chattel paper or certificated securities, to the extent that Lender takes possession of such Collateral.
(i) The Debtor shall take all action that may be necessary or desirable, or that the Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of the Lender’s security interest in the Collateral or to enable the Lender to protect, exercise or enforce its rights hereunder and in the Collateral. All charges, expenses and fees the Lender may incur in doing any of the foregoing, and any taxes relating thereto, shall, at Lender’s request, be charged to Debtor and added to the Obligations and bear interest at the Default Interest Rate as specified in the Note, or, at the Lender’s option, shall be paid to the Lender immediately upon demand.
(j) With respect to the Collateral, at the time the Collateral becomes subject to the Lender’s security interest: (a) the Debtor shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the Collateral to the Lender; (b) each document and agreement executed by the Debtor or delivered to the Lender in connection with this Agreement shall be true and correct in all respects; and (c) all signatures and endorsements of the Debtor that appear on such documents and agreements shall be genuine and the Debtor shall have full capacity to execute same.
Appears in 1 contract
Samples: Security Agreement (Crystalix Group International Inc)
Warranties, Representations and Covenants of Debtor. Debtor hereby warrants, represents and covenants to Secured Party as follows:
(1a) Debtor is and will be the sole owner of the Collateral, free from any lien, security interest, encumbrance or adverse claim of any kind kind, other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted EncumbrancesSecurity Interests. Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof thereof, except in favor of Secured Party or in connection with pertaining to the Ford Lien, the CIB Lien and the Xxxxxx XxxxPermitted Security Interests. Debtor will notify Secured Party of, and will defend the Collateral against, all claims and demands of all persons at any time claiming the same or any interest therein, except in connection with other than the Ford Lien, the CIB Lien and the Xxxxxx XxxxPermitted Security Interests.
(2b) The Collateral will not be used and was not purchased for personal, family or household purposes.
(3c) Subject to the terms of subparagraph Subparagraph 2(e) hereof, the Collateral will be kept on the Premisesbusiness premises of Debtor, and Debtor will not remove the Collateral from the Premises without the prior written consent of Secured Party.
(4d) At the request of Secured Party, Debtor has or will join authorizes Secured Party in executing to file one or more financing statements identifying the Collateral and evidencing the security interest of Secured Party in the Collateral pursuant to the requirements of the Uniform Commercial Code and in form satisfactory to Secured Party. Debtor will pay the cost of filing the same in all public offices wherever filing is deemed by Secured Party to be necessary or desirable by Secured Partydesirable.
(5e) Except as otherwise expressly permitted under the Loan Agreement, without Without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, Debtor will not sell, exchange, dispose of, lease, offer to sell or otherwise transfer or otherwise deal with the Collateral or any portion or interest therein, unless simultaneously therewith, therewith new items of Collateral, which items may be similar to those proposed to be disposed of and which shall be of equal or greater value, are substituted therefor. Upon the request of Second Party, Debtor shall file with the Secured Party a certificate signed by Debtor describing such portion of the Collateral as is being so disposed of and stating that the same has become obsolete, worn out, damaged, destroyed, sold, transferred transferred, or exchanged, and that such portion of the Collateral will be replaced immediately upon the removal thereof. Such certificate likewise shall certify as to the reasonable and equivalent value 45931.0004\YOKENS\LAS\82235.4 of the property so as acquired or to be acquired in replacement or substitution. All after-acquired property of the Debtor located on the Premises and all additions or replacements acquired pursuant to the provisions of this Section paragraph shall immediately be and become, without any other act on the part of the Debtor, subject to the security interest and lien of this Security Agreement, which security interest shall be prior to any other security interest or lien on such property other than the Ford Lien and the CIB Lienproperty. Unless expressly recited or provided to the contrary in this Agreement, the Mortgage Security Agreement or in the other Ancillary AgreementsLoan Documents, Debtor may not hereafter acquire any property to be located on the Premises subject to prior security interests. If the Collateral or any part thereof is sold, transferred, exchanged, or otherwise disposed of, the security interest of Secured Party shall extend to the proceeds of such sale, transfer, exchange or other disposition.
(6f) Debtor shall cause the Collateral at all times to be kept insured at its own expense under one or more policies with such companies, for such periods and amounts, against such risks and liabilities, and in such form as set forth in are reasonably satisfactory to the Loan AgreementSecured Party, with Secured Party as a named as an additional insured and with loss payee payable to the Secured Party and mortgagee clauses attached to all policies in favor of and in form satisfactory to Secured Party. Such insurance policies shall provide for at least thirty (30) days' days prior written notice to Secured Party of any cancellation, termination, lapse lapse, reduction in amount or alteration material change in a manner adverse to Secured Party, which shall include, but not be limited to, decreases in the amount coverage of coverage limits under such policies of insurance, increases in deductibles required to be paid under such policies of insurancepolicies, and elimination or reduction of specific types of coverage provided under such policies of insurance, and original certificates evidencing such policies shall be delivered to and held by Secured Party, together with evidence of payment of premiums thereon. Debtor will promptly notify Secured Party of any loss or damage to the Collateral and will not adjust or settle such or any loss without the written consent of the Secured Party, except as otherwise provided in the Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, and in In the event of foreclosure or sale under this Agreement, all right, title and interest of the Debtor in and to any insurance policies then in force shall pass to the purchaser at any sale, and Secured Party is hereby appointed attorney-in-fact for Debtor to assign and transfer said policies. In the event of damage or casualty resulting in a loss payable under any of the aforementioned insurance policies, Secured Party is authorized, except as otherwise provided in the Loan Agreement authorized (i) to adjust and settle any claim under the appropriate policy pursuant to which right Secured Party is hereby appointed attorney-in-fact for Debtor to make proof of loss, or (ii) to allow Secured Party on behalf of and in the name and stead of Debtor to adjust and settle any such claim. In either case, except as otherwise provided in the Loan Agreement, Secured Party is authorized to collect and receipt for any such insurance proceeds paid pursuant to the settlement and such authorization is hereby deemed an assignment to Secured Party by Debtor of its rights to any such proceeds. Anything in the foregoing to the contrary notwithstanding, Debtor is hereby authorized to adjust and settle any claim and to collect and receipt for the proceeds thereof so long as such claim does not exceed One Hundred Fifty Thousand Dollars ($150,000.00), and all such claims so adjusted and settled do not exceed the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00).
(7g) Debtor will keep the Collateral free from any lien, security interest or encumbrance other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted Encumbrances, and in good condition and repair, ordinary wear and tear excepted. Upon the occurrence and during the continuance of an Event of Default, From time to time and at the request of Secured Party, Debtor will make necessary or desirable repairs, replacements, renewals and renewals additions to the Collateral which may be required by reason of use, wear, obsolescence, damage or destruction, however caused, to the end that the efficiency of the business conducted on the Premises shall not be impaired. Debtor will not misuse, abuse, allow to deteriorate, waste or destroy the Collateral or any part thereof, except for ordinary wear and tear in the course of its normal and expected use. Debtor will not use the Collateral in violation of any statute or governmental rule, regulation or ordinance.
(8) Except as otherwise provided in the Loan Agreement, h) Debtor will pay prior to delinquency all taxes and assessments assessed against the Collateral or Collateral, imposed on account of its use or operation or imposed upon the Secured Party’s Note ("Charges"“Impositions”) and shall deliver to Secured Party, upon within ten (10) days after the request due date of Secured Partyeach Imposition, a receipt or other evidence satisfactory to Secured Party, Party of the payment thereof.. 45931.0004\YOKENS\LAS\82235.4
(9i) At the Secured Party's ’s request, Debtor will execute any document, will procure any document and will do all other acts which from the character or use of the Collateral may be reasonably necessary to protect the Collateral against the rights, claims or interests of third persons other than the Ford Lienpersons, CIB Lien and Xxxxxx Xxxx and will otherwise preserve the Collateral as security hereunder.
(10j) Debtor shall furnish promptly to Secured Party such information concerning the Collateral as Secured Party may from time to time request. Debtor shall permit and hereby authorizes Secured Party to examine and inspect the Collateral and any portion thereof wherever the same may be located. Upon the occurrence and during the continuance of Following an Event of DefaultDefault (as hereinafter defined), Debtor shall, at the request of Secured Party, assemble the Collateral or such portion thereof as may be designated by Secured Party, together with all documents and records pertaining thereto, at such place as Secured Party may designate.
(k) The Debtor shall xxxx its books and records as may be necessary or appropriate to evidence, protect and perfect the Lender’s security interest in the Collateral. Except as provided in Section C of the Factual Background above, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in Collateral acquired after the date hereof, in each case, to the extent that a security interest in such Collateral can be perfected by the filing of a financing statement or, in the case of Collateral consisting of instruments, documents, chattel paper or certificated securities, to the extent that Lender takes possession of such Collateral.
(l) The Debtor shall take all action that may be necessary or desirable, or that the Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of the Lender’s security interest in the Collateral or to enable the Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) delivering to the Lender, endorsed or accompanied by such instruments of assignment as the Lender may specify, and stamping or marking, in such manner as the Lender may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (ii) entering into warehousing, lockbox and other custodial arrangements satisfactory to the Lender, and (iii) executing and delivering financing statements, instruments of pledge, mortgages, hypothecs notices and assignments, in each case in form and substance satisfactory to the Lender, relating to the creation, validity, perfection, maintenance or continuation of the Lender’s security interest under the Nevada Uniform Commercial Code or other applicable law. All charges, expenses and fees the Lender may incur in doing any of the foregoing, and any taxes relating thereto, shall, at Lender’s request, be charged to Debtor and added to the Obligations and bear interest at the Default Interest Rate as specified in the Note, or, at the Lender’s option, shall be paid to the Lender immediately upon demand.
(m) With respect to the Collateral, at the time the Collateral becomes subject to the Lender’s security interest: (a) the Debtor shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a security interest with the agreed priority in each and every item of the Collateral to the Lender; (b) each document and agreement executed by the Debtor or delivered to the Lender in connection with this Agreement shall be true and correct in all respects; and (c) all signatures and endorsements of the Debtor that appear on such documents and agreements shall be genuine and the Debtor shall have full capacity to execute same. 45931.0004\YOKENS\LAS\82235.4
(n) At any time during the continuance of an Event of Default, the Debtor shall, and the Lender may, at its option, instruct all builders, customers, suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, documents or instruments in which the Lender holds a security interest to deliver same to the Lender and/or subject to the Lender’s order and if they shall come into any Debtor Party’s possession, they, and each of them, shall be held by such Debtor Party in trust as the Lender’s trustee, and such Debtor Party will immediately deliver them to the Lender in their original form together with any necessary endorsement.
(o) At all reasonable times the Lender shall have full access to and the right to audit, check, inspect and make abstracts and copies from the Debtor’s books, records, audits, correspondence and all other papers relating to the Collateral and the operation of the Debtor’s business. The Lender and its agents may enter upon any of the Debtor Parties’ premises at any time during business hours and at any other reasonable time, and from time to time, for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Debtor ‘s business.
(p) The Debtor’s chief executive office is located at 0000 Xxxxx Xxxxxxx Xxxxxx, Suite B116, Las Vegas, Nevada 89118. Until written notice is given to the Lender by the Debtor of any other office at which the Debtor keeps its records pertaining to the Collateral, all such records shall be kept at such executive office.
(q) At any time following the occurrence and continuance of an Event of Default past any applicable cure period, the Lender shall have the right to send notice of the assignment of, and the Lender’s security interest in, the Collateral to any and all customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, the Lender shall have the sole right to collect any monies owed in connection with the Collateral, take possession of the Collateral, or both.
(r) At any time following the occurrence and continuance of an Event of Default past any applicable cure period, the Lender shall have the right to receive, endorse, assign and/or deliver in the name of the Lender or Debtor any and all checks, drafts and other instruments for the payment of money relating to the Collateral, and the Debtor, on behalf of the Debtor, hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. At any time following the occurrence and continuance of an Event of Default, the Debtor hereby constitutes the Lender or its designee as the Debtor’s attorney with power (i) to endorse Debtor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign Debtor’s name on any invoice or xxxx of lading relating to any of the Accounts, drafts against customers, assignments and verifications of Accounts; (iii) to send verifications of Accounts (as defined under the Nevada Uniform Commercial Code) to any customer; (iv) to demand payment of the Accounts; (v) to enforce payment of the Accounts by legal proceedings or otherwise; (vi) to exercise all of the Debtor’s rights and remedies with respect to the collection of the Accounts and any other Collateral; (vii) to settle, adjust, compromise, extend or renew the Accounts; (viii) to settle, adjust or compromise any legal proceedings brought to collect Accounts; (ix) to prepare, file and sign Debtor’s name on a proof of claim in bankruptcy or similar document against any customer; (x) to prepare, file and sign the Debtor’ s name on any notice of lien, assignment or satisfaction of 45931.0004\YOKENS\LAS\82235.4 lien or similar document in connection with the Accounts; (xi) to transfer the Collateral into the name of Lender; and (xii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. The Lender shall have the right at any time following the occurrence of an Event of Default, to change the address for delivery of mail addressed to the Debtor to such address as the Lender may designate and to receive, open and dispose of all mail addressed to the Debtor.
(s) The Lender shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts or any instrument received in payment thereof, or for any damage resulting therefrom. Following the occurrence of an Event of Default, the Lender may, without notice or consent from Debtor, xxx upon or otherwise collect, extend the time of payment of, compromise or settle for cash, credit or upon any terms any of the Collateral or any other securities, instruments or insurance applicable thereto and/or release any obligor thereof. The Lender is authorized and empowered to accept following the occurrence of an Event of Default or Default the return of the goods represented by any of the Accounts, without notice to or consent by Debtor, all without discharging or in any way affecting the Debtor’s liability hereunder.
Appears in 1 contract
Samples: Security Agreement (Crystalix Group International Inc)
Warranties, Representations and Covenants of Debtor. Debtor hereby warrants, represents and covenants to Secured Party covenants, as of the date hereof and as of all dates hereafter, as follows:
(1a) Debtor is and will be the sole owner of the Collateral, free from any lien, security interest, encumbrance or adverse claim of any kind other than whatsoever, except those existing on the Ford Lien, date hereof and any future liens securing the CIB Lien, Debtor's Line of Credit (as defined in the Xxxxxx Xxxx and the other Permitted Encumbrances. Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof except in favor of Secured Party or in connection with the Ford Lien, the CIB Lien and the Xxxxxx XxxxNote) ("PERMITTED LIENS"). Debtor will notify the Secured Party of, and will defend the Collateral against, all claims and demands of all other persons at any time claiming the same or any interest therein, except other than Permitted Liens;
(b) To the extent a security interest may be perfected in connection the Collateral by the filing of a financing statement in accordance with the Ford Lienprovisions of the Massachusetts and other applicable U.S. jurisdictions' Uniform Commercial Code, Secured Party will have a first priority security interest in the CIB Lien and the Xxxxxx Xxxx.Collateral, subject only to any financing statements filed with respect to Permitted Liens;
(2c) The Debtor shall keep the Collateral in good condition and repair, ordinary wear and tear excepted, and will not allow any Liens to be used and was not purchased for personal, family or household purposes.created on the Collateral as a result of any repairs thereto;
(3d) Subject Debtor shall maintain insurance with respect to the terms Collateral in accordance with the insurance standards and practices adhered to generally by owners of subparagraph 2(e) hereof, the Collateral will be kept on the Premises, and Debtor will not remove the Collateral from the Premises without the prior written consent of Secured Party.like collateral;
(4e) At the request of Secured Party, Debtor has or will join Secured Party in executing one or more financing statements identifying pursuant to the Collateral Massachusetts and evidencing other applicable U.S. jurisdictions' Uniform Commercial Code in form reasonably satisfactory to the Secured Party and necessary to perfect the security interest of Secured Party in the Collateral pursuant to the requirements of the Uniform Commercial Code and in form satisfactory to Secured Party. Debtor will pay the cost of filing the same in all public offices wherever filing is deemed necessary or desirable by Secured Party.
(5) Except as otherwise expressly permitted under the Loan Agreement, without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, Debtor will not sell, exchange, dispose of, lease, offer to sell or otherwise transfer or otherwise deal with the Collateral or any portion or interest therein, unless simultaneously therewith, new items of Collateral, which items may be similar to those proposed to be disposed of and which shall be of equal or greater valueand, are substituted therefor. Upon the request of Second Partyadditionally, Debtor shall prepare and file with all of the same, if Secured Party a certificate signed by Debtor describing such portion of so requests, at the Collateral as is being so disposed of and stating that the same has become obsolete, worn out, damaged, destroyed, sold, transferred or exchanged, and that such portion of the Collateral will be replaced immediately upon the removal thereof. Such certificate likewise shall certify as to the reasonable and equivalent value of the property so acquired or to be acquired in replacement or substitution. All after-acquired property of the Debtor located on the Premises and all additions or replacements acquired pursuant to the provisions of this Section shall immediately be and become, without any other act on the part expense of Debtor, subject to the security interest and lien of this Agreement, which security interest shall be prior to any other security interest or lien on such property other than the Ford Lien and the CIB Lien. Unless expressly recited or provided to the contrary in this Agreement, the Mortgage or in the other Ancillary Agreements, Debtor may not hereafter acquire any property subject to prior security interests. ;
(f) If the Collateral or any part thereof is sold, transferred, exchanged, exchanged or otherwise disposed of, the security interest of Secured Party shall extend to the proceeds of such sale, transfer, exchange or other disposition.
(6g) Debtor shall cause the Collateral at all times to be kept insured at its own expense under one or more policies with such companies, for such periods and amounts, against such risks and liabilities, and in such form as set forth in the Loan Agreement, with Secured Party named as an additional insured and loss payee and mortgagee clauses attached to all policies in favor of and in form satisfactory to Secured Party. Such insurance policies shall provide for at least thirty (30) days' prior written notice to Secured Party of any cancellation, termination, lapse or alteration in a manner adverse to Secured Party, which shall include, but not be limited to, decreases in the amount of coverage limits under such policies of insurance, increases in deductibles required to be paid under such policies of insurance, and elimination or reduction of specific types of coverage provided under such policies of insurance, and original certificates evidencing such policies shall be delivered to and held by Secured Party, together with evidence of payment of premiums thereon. Debtor will promptly notify Secured Party of any loss or damage to the Collateral and will not adjust or settle such or any loss without the written consent of Secured Party, except as otherwise provided in the Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, and in the event of foreclosure or sale under this Agreement, all right, title and interest of Debtor in and to any insurance policies then in force shall pass to the purchaser at any sale, and Secured Party is hereby appointed attorney-in-fact for Debtor to assign and transfer said policies. In the event of damage or casualty resulting in a loss payable under any of the aforementioned insurance policies, Secured Party is authorized, except as otherwise provided in the Loan Agreement (i) to adjust and settle any claim under the appropriate policy pursuant to which right Secured Party is hereby appointed attorney-in-fact for Debtor to make proof of loss, or (ii) to allow Secured Party on behalf of and in the name and stead of Debtor to adjust and settle any such claim. In either case, except as otherwise provided in the Loan Agreement, Secured Party is authorized to collect and receipt for any such insurance proceeds paid pursuant to the settlement and such authorization is hereby deemed an assignment to Secured Party by Debtor of its rights to any such proceeds. Anything in the foregoing to the contrary notwithstanding, Debtor is hereby authorized to adjust and settle any claim and to collect and receipt for the proceeds thereof so long as such claim does not exceed One Hundred Fifty Thousand Dollars ($150,000.00), and all such claims so adjusted and settled do not exceed the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00).
(7) Debtor will keep the Collateral free from any lien, security interest or encumbrance other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted Encumbrances, and in good condition and repair, ordinary wear and tear excepted. Upon the occurrence and during the continuance of an Event of Default, and at the request of Secured Party, Debtor will make necessary or desirable repairs, replacements, and renewals to the Collateral which may be required by reason of use, wear, obsolescence, damage or destruction, however caused, to the end that the efficiency of the business conducted on the Premises shall not be impaired. Debtor will not misuse, abuse, allow to deteriorate, waste or destroy the Collateral or any part thereof, except for ordinary wear and tear in the course of its normal and expected use. Debtor will not use the Collateral in violation of any statute or governmental rule, regulation or ordinance.
(8) Except as otherwise provided in the Loan Agreement, Debtor will pay prior to delinquency all taxes and assessments assessed against, levied upon or placed against the Collateral Collateral, or imposed on account of its use upon this Agreement or operation the Note ("ChargesIMPOSITIONS") and shall deliver to Secured Party, upon the within twenty (20) business days after receipt of a written request of from Secured Party, a receipt or other evidence satisfactory to Secured Party, Party of the payment thereof.
(9h) At Debtor will to the extent commercially reasonable execute, alone or with Secured Party's request, Debtor will execute any document, will procure any document and will do all other acts and pay all connected costs in a timely and proper manner, which from the character or use of the Collateral may be reasonably necessary to protect the Collateral against the rights, claims or interests of third persons other than with the Ford Lien, CIB Lien and Xxxxxx Xxxx and will otherwise preserve exception of Permitted Liens. The specific undertakings required of Debtor in this Agreement shall not be construed to exclude the Collateral as security hereunderaforementioned general obligation.
(10) Debtor shall furnish promptly to Secured Party such information concerning the Collateral as Secured Party may from time to time request. Debtor shall permit and hereby authorizes Secured Party to examine and inspect the Collateral and any portion thereof wherever the same may be located. Upon the occurrence and during the continuance of an Event of Default, Debtor shall, at the request of Secured Party, assemble the Collateral or such portion thereof as may be designated by Secured Party, together with all documents and records pertaining thereto, at such place as Secured Party may designate.
Appears in 1 contract
Warranties, Representations and Covenants of Debtor. Debtor hereby warrants, represents and covenants to the Secured Party as follows:
(1a) Debtor is and will be the sole owner of the Collateral, free from any lien, security interest, encumbrance or adverse claim of any kind other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted Encumbranceskind. Debtor will not permit any financing statement to be filed with respect to the Collateral or any portion thereof except in favor of Secured Party or in connection with the Ford Lien, the CIB Lien and the Xxxxxx XxxxParty. Debtor will notify Secured Party of, and will defend the Collateral against, all claims and demands of all persons at any time claiming the same or any interest therein, except in connection with the Ford Lien, the CIB Lien and the Xxxxxx Xxxx.
(2) The Collateral will not be used and was not purchased for personal, family or household purposes.
(3b) Subject to the terms of subparagraph 2(e2.(d) hereof, the Collateral will be kept on in the Premisespossession of the Secured Party, and Debtor the Collateral will not remove the Collateral be removed from the Premises without the prior written consent of Secured Party.
(4c) At the request of Secured Party, Debtor has or will join Secured Party in executing one or more financing statements identifying the Collateral and evidencing the security interest of Secured Party in the Collateral pursuant to the requirements of the Uniform Commercial Code and in form satisfactory to Secured Party. Debtor will pay the cost of filing the same in all public offices wherever filing is deemed by Secured Party to be necessary or desirable by Secured Partydesirable.
(5d) Except as otherwise expressly permitted under the Loan Agreementin writing, without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, Debtor will not sell, exchange, dispose of, lease, offer to sell or otherwise transfer or otherwise deal with the Collateral or any portion or interest therein, unless simultaneously therewith, therewith new items of Collateral, which items may be similar to those proposed to be disposed of and which shall be of equal or greater value, are substituted therefor. Upon the request of Second Party, Debtor shall file with Secured Party a certificate signed by Debtor describing such portion of the Collateral as is being so disposed of and stating that the same has become obsolete, worn out, damaged, destroyed, sold, transferred or exchanged, and that such portion of the Collateral will be replaced immediately upon the removal thereof. Such certificate likewise shall certify as to the reasonable and equivalent value of the property so acquired or to be acquired in replacement or substitution. All after-acquired property of the Debtor located on the Premises and all additions or replacements acquired pursuant to the provisions of this Section shall immediately be and become, without any other act on the part of Debtor, subject to the security interest and lien of this Agreement, which security interest shall be prior to any other security interest or lien on such property other than the Ford Lien and the CIB Lien. Unless expressly recited or provided to the contrary in this Agreement, the Mortgage or in the other Ancillary Agreements, Debtor may not hereafter acquire any property subject to prior security intereststherefore. If the Collateral or any part thereof is sold, transferred, exchanged, paid or otherwise disposed of, the security interest of Secured Party shall extend to the proceeds of such sale, transfer, exchange exchange, payment or other disposition.
(6) Debtor shall cause the Collateral at all times to be kept insured at its own expense under one or more policies with such companies, for such periods and amounts, against such risks and liabilities, and in such form as set forth in the Loan Agreement, with Secured Party named as an additional insured and loss payee and mortgagee clauses attached to all policies in favor of and in form satisfactory to Secured Party. Such insurance policies shall provide for at least thirty (30) days' prior written notice to Secured Party of any cancellation, termination, lapse or alteration in a manner adverse to Secured Party, which shall include, but not be limited to, decreases in the amount of coverage limits under such policies of insurance, increases in deductibles required to be paid under such policies of insurance, and elimination or reduction of specific types of coverage provided under such policies of insurance, and original certificates evidencing such policies shall be delivered to and held by Secured Party, together with evidence of payment of premiums thereon. Debtor will promptly notify Secured Party of any loss or damage to the Collateral and will not adjust or settle such or any loss without the written consent of Secured Party, except as otherwise provided in the Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, and in the event of foreclosure or sale under this Agreement, all right, title and interest of Debtor in and to any insurance policies then in force shall pass to the purchaser at any sale, and Secured Party is hereby appointed attorney-in-fact for Debtor to assign and transfer said policies. In the event of damage or casualty resulting in a loss payable under any of the aforementioned insurance policies, Secured Party is authorized, except as otherwise provided in the Loan Agreement (i) to adjust and settle any claim under the appropriate policy pursuant to which right Secured Party is hereby appointed attorney-in-fact for Debtor to make proof of loss, or (ii) to allow Secured Party on behalf of and in the name and stead of Debtor to adjust and settle any such claim. In either case, except as otherwise provided in the Loan Agreement, Secured Party is authorized to collect and receipt for any such insurance proceeds paid pursuant to the settlement and such authorization is hereby deemed an assignment to Secured Party by Debtor of its rights to any such proceeds. Anything in the foregoing to the contrary notwithstanding, Debtor is hereby authorized to adjust and settle any claim and to collect and receipt for the proceeds thereof so long as such claim does not exceed One Hundred Fifty Thousand Dollars ($150,000.00), and all such claims so adjusted and settled do not exceed the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00).
(7e) Debtor will keep the Collateral free from any lien, security interest or encumbrance other than the Ford Lien, the CIB Lien, the Xxxxxx Xxxx and the other Permitted Encumbrances, and in good condition and repair, ordinary wear and tear excepted. Upon the occurrence and during the continuance of an Event of Default, and at the request of Secured Party, Debtor will make necessary or desirable repairs, replacements, and renewals to the Collateral which may be required by reason of use, wear, obsolescence, damage or destruction, however caused, to the end that the efficiency of the business conducted on the Premises shall not be impaired. Debtor will not misuse, abuse, allow to deteriorate, waste or destroy the Collateral or any part thereof, except for ordinary wear and tear in the course of its normal and expected useencumbrance. Debtor will not use the Collateral in violation of any statute or governmental rule, regulation or ordinance.
(8) Except as otherwise provided in the Loan Agreement, Debtor will pay prior to delinquency all taxes and assessments assessed against the Collateral or imposed on account of its use or operation ("Charges") and shall deliver to Secured Party, upon the request of Secured Party, a receipt or other evidence satisfactory to Secured Party, of the payment thereof.
(9f) At the Secured Party's request, Debtor will execute any document, will procure any document and will do all other acts which from the character or use of the Collateral may be reasonably necessary to protect the Collateral against the rights, claims or interests of third persons other than the Ford Lienpersons, CIB Lien and Xxxxxx Xxxx and will otherwise preserve the Collateral as security hereunder.
(10) Debtor shall furnish promptly to Secured Party such information concerning the Collateral as Secured Party may from time to time request. Debtor shall permit and hereby authorizes Secured Party to examine and inspect the Collateral and any portion thereof wherever the same may be located. Upon the occurrence and during the continuance of an Event of Default, Debtor shall, at the request of Secured Party, assemble the Collateral or such portion thereof as may be designated by Secured Party, together with all documents and records pertaining thereto, at such place as Secured Party may designate.
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Samples: Security Agreement (Digital Descriptor Systems Inc)
