Common use of As to the Collateral Clause in Contracts

As to the Collateral. (a) The Borrower shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Collateral at the location therefor specified in Section 4.01 (i) or, upon 30 days' prior written notice to Lender, at such other locations in a jurisdiction where all action required by Section 3.04 shall have been taken with respect to the Collateral. Borrower will hold or cause to be held and preserve such records and will permit representatives of Lender at any time during normal business hours to inspect and make abstracts from such records. (b) Except as otherwise provided in this subsection (b), the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower with respect to the Collateral. In connection with such collections, the Borrower may take (and, at Lender's discretion, shall take) such action as the Borrower or Lender may deem necessary or advisable to enforce collection of the Collateral; provided, however, that Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of Default (as hereinafter defined in Section 6.01) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Grantor of its intention to do so, to notify the account debtors or obligors under any Collateral, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done. After receipt by the Borrower of the notice from Lender referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower in respect of the Collateral shall be received in trust for the benefit of Lender hereunder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to the Borrower so long as no lapse of time, or both, would become an Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 6.02, and (ii) the Borrower shall not adjust, settle or compromise the amount or payment of any Collateral, or release wholly or partly any account debtor or obligor thereof, or allow any credit discount thereon.

As to the Collateral. (a) The Borrower shall keep its chief place Pledgor hereby represents, warrants and covenants: a. the Pledged Stock represents that percentage set forth on ANNEX B of business the issued and chief executive office outstanding shares of each class of the capital stock of the issuer with respect thereto and the office where it keeps its records concerning other information set forth on ANNEX B is true, correct and comp lete; b. except for the Collateral at security interest granted hereunder, or as otherwise noted on ANNEX B, the location therefor specified in Section 4.01 Pledgor (i) oris and will at all times continue to be the direct owner, upon 30 days' prior written notice beneficially and of record, of the Pledged Securities indicated on ANNEX B, (ii) holds the Pledged Securities free and clear of all adverse claims, including any liens and Security Interests, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to Lenderexist any Security Interest in, at such adverse claim to, or other locations in a jurisdiction where all action required by Section 3.04 shall have been taken with respect to lien on, the Collateral. Borrower , other than pursuant hereto, and (iv) will hold cause any and all Collateral (including, without limitation, all proceeds, dividends, distributions and interests issued in connection with stock splits or cause similar events) to be held and preserve such records and will permit representatives of Lender at any time during normal business hours to inspect and make abstracts from such records. (b) Except as otherwise provided in this subsection (b), the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower with respect to the Collateral. In connection with such collections, the Borrower may take (and, at Lender's discretion, shall take) such action as the Borrower or Lender may deem necessary or advisable to enforce collection of the Collateral; provided, however, that Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of Default (as hereinafter defined in Section 6.01) or an event which, deposited with the giving of notice or the lapse of time, or both, would become an Event of Default Secured Party hereunder as soon as practicable after receipt (it being understood and upon written notice to the Grantor of its intention to do so, to notify the account debtors or obligors under agreed that any Collateral, and to adjust, settle or compromise the amount or payment thereof, such property shall be held in the same manner and to the same extent as the Borrower might have done. After receipt trust by the Borrower of the notice from Lender referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower in respect of the Collateral shall be received in trust Pledgor for the benefit of Lender hereunder, shall be segregated from other funds of the Borrower Secured Party and shall be forthwith paid over the Lenders until it delivers such property to Lender the Secured Party); c. the Pledgor (i) has the power and authority to pledge the Collateral in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to the Borrower so long as no lapse of time, or both, would become an Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided manner contemplated by Section 6.02, this Pledge Agreement and (ii) will defend its right, title and interest thereto or therein against any and all adverse claims, liens and Security Interests (other than the Borrower shall not adjustsecurity interests created by this Pledge Agreement); d. except for consents obtained on or prior to the date of this Pledge Agreement and listed on ANNEX B, settle or compromise the amount or payment no consent of any Collateralother person (including stockholders or creditors of the Pledgor) and no consent or approval of any governmental authority or any securities exchange is necessary for the validity of the security interest created hereunder or to prevent violation of any law, rule, regulation, order, decree, agreement, document or release wholly indenture to which the Pledgor or partly its property is subject; e. when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Secured Party in accordance with this Pledge Agreement, the Secured Party will obtain a valid and perfected first priority lien upon and security interest in such Pledged Securities free of adverse claims of any account debtor other person; f. all of the Pledged Stock has been duly authorized and is validly issued, fully paid and nonassessable; g. all the stock powers executed and delivered to the Secured Party in connection with this Pledge Agreement and the delivery of the Collateral hereunder are, and will be, "effective endorsements" within the meaning of the UCC; h. all certificates representing the Pledged Securities delivered in connection with this Pledge Agreement are free of all restrictive legends, and any certificates representing the Pledged Securities delivered in the future will be free of all restrictive legends, except, in each case, for legends which require compliance with applicable securities laws governing the public or obligor thereofprivate sale of such securities (and any additional legends listed on ANNEX B); i. except as set forth on ANNEX B, each of the Pledged Securities constitutes a "security" within the meaning of Article 8 of the UCC; j. the Pledgor will pay all charges, duties, stamp taxes and any other costs, fees and expenses related to (i) the creation or allow any credit discount thereonperfection of the security interests hereunder, (ii) the maintenance of the priority of the security interests and (iii) the enforcement of remedies.

As to the Collateral. (a) The Borrower shall keep its chief place Pledgor hereby represents, warrants and covenants: a. the Pledged Stock represents that percentage set forth on ANNEX B of business the issued and chief executive office outstanding shares of each class of the capital stock of the issuer with respect thereto and the office where it keeps its records concerning other information set forth on ANNEX B is true, correct and complete; b. except for the Collateral at security interest granted hereunder, or as otherwise noted on ANNEX B, the location therefor specified in Section 4.01 Pledgor (i) oris and will at all times continue to be the direct owner, upon 30 days' prior written notice beneficially and of record, of the Pledged Securities indicated on ANNEX B, (ii) holds the Pledged Securities free and clear of all adverse claims, including any liens and Security Interests, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to Lenderexist any Security Interest in, at such adverse claim to, or other locations in a jurisdiction where all action required by Section 3.04 shall have been taken with respect to lien on, the Collateral. Borrower , other than pursuant hereto, and (iv) will hold cause any and all Collateral (including, without limitation, all proceeds, dividends, distributions and interests issued in connection with stock splits or cause similar events) to be held and preserve such records and will permit representatives of Lender at any time during normal business hours to inspect and make abstracts from such records. (b) Except as otherwise provided in this subsection (b), the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower with respect to the Collateral. In connection with such collections, the Borrower may take (and, at Lender's discretion, shall take) such action as the Borrower or Lender may deem necessary or advisable to enforce collection of the Collateral; provided, however, that Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of Default (as hereinafter defined in Section 6.01) or an event which, deposited with the giving of notice or the lapse of time, or both, would become an Event of Default Secured Party hereunder as soon as practicable after receipt (it being understood and upon written notice to the Grantor of its intention to do so, to notify the account debtors or obligors under agreed that any Collateral, and to adjust, settle or compromise the amount or payment thereof, such property shall be held in the same manner and to the same extent as the Borrower might have done. After receipt trust by the Borrower of the notice from Lender referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower in respect of the Collateral shall be received in trust Pledgor for the benefit of Lender hereunder, shall be segregated from other funds of the Borrower Secured Party and shall be forthwith paid over the Lenders until it delivers such property to Lender the Secured Party); c. the Pledgor (i) has the power and authority to pledge the Collateral in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to the Borrower so long as no lapse of time, or both, would become an Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided manner contemplated by Section 6.02, this Pledge Agreement and (ii) will defend its right, title and interest thereto or therein against any and all adverse claims, liens and Security Interests (other than the Borrower shall not adjustsecurity interests created by this Pledge Agreement); d. except for consents obtained on or prior to the date of this Pledge Agreement and listed on ANNEX B, settle or compromise the amount or payment no consent of any Collateralother person (including stockholders or creditors of the Pledgor) and no consent or approval of any governmental authority or any securities exchange is necessary for the validity of the security interest created hereunder or to prevent violation of any law, rule, regulation, order, decree, agreement, document or release wholly indenture to which the Pledgor or partly its property is subject; e. when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Secured Party in accordance with this Pledge Agreement, the Secured Party will obtain a valid and perfected first priority lien upon and security interest in such Pledged Securities free of adverse claims of any account debtor other person; f. all of the Pledged Stock has been duly authorized and is validly issued, fully paid and nonassessable; g. all the stock powers executed and delivered to the Secured Party in connection with this Pledge Agreement and the delivery of the Collateral hereunder are, and will be, "effective endorsements" within the meaning of the UCC; h. all certificates representing the Pledged Securities delivered in connection with this Pledge Agreement are free of all restrictive legends, and any certificates representing the Pledged Securities delivered in the future will be free of all restrictive legends, except, in each case, for legends which require compliance with applicable securities laws governing the public or obligor thereofprivate sale of such securities (and any additional legends listed on ANNEX B); i. except as set forth on ANNEX B, each of the Pledged Securities constitutes a "security" within the meaning of Article 8 of the UCC; j. the Pledgor will pay all charges, duties, stamp taxes and any other costs, fees and expenses related to (i) the creation or allow any credit discount thereonperfection of the security interests hereunder, (ii) the maintenance of the priority of the security interests and (iii) the enforcement of remedies.