COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral. 5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral. 5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee. 5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral. 5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral. 5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof. 5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral. 5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral. 5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral. 5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement. 5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest. 5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes. 5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 3 contracts
Sources: Security Agreement (Antigua Enterprises Inc), Security Agreement (Antigua Enterprises Inc), Security Agreement (Antigua Enterprises Inc)
COVENANTS OF DEBTOR. 5.1 The Debtor shall covenants and agrees that:
(a) Debtor will not sell, transfer, assign move or otherwise dispose of any permit to be moved the Collateral or any interest therein portion thereof to any location other than that set forth in Section 4(f) hereof or locations established in compliance with Section 5(b) hereof without the prior written consent of the Secured Party and the prior filing of a financing statement with the proper office and in the proper form to perfect or continue the perfection (except as permitted without loss of priority) of the security interests created herein, which filing shall be satisfactory in form, substance and location to Secured Party prior to such filing;
(b) without obtaining Debtor will not voluntarily or involuntarily change its name, identity, corporate structure, or location of its chief executive office or any of its other places of business, unless in any such case: (i) Debtor shall have first received the prior written consent of Secured Party Party, (ii) Debtor shall have executed and shall keep caused to be filed financing statements with the Collateral free proper offices and in the proper form to perfect or continue the perfection (without loss of all security interests or other encumbrances except the Security Interest, priority) of the security interests described created herein, which filing shall be satisfactory in Schedule 4.1 form, substance and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed location to mean that Secured Party consents prior to any sale of the Collateral.
5.2 such filing, and (iii) Debtor shall keep and maintain the Collateral have delivered to Secured Party any other documents required by Secured Party in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in a form and amount substance satisfactory to Secured Party. At ;
(c) Intentionally Omitted;
(d) Debtor will promptly, and in no event later than 21 days after a request by Secured Party, procure or execute and deliver all further instruments and documents (including, without limitation, notices, legal opinions, financing statements, mortgagee waivers, landlord disclaimers and subordination agreements) necessary or appropriate to and take any other actions which are necessary or, in the judgment of Secured Party, desirable or appropriate to perfect or to continue the perfection, priority and enforceability of Secured Party's requestsecurity interests in the Collateral, Debtor shall deliver to enable Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments to exercise and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered enforce its rights and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations remedies hereunder with respect to any Collateral. Debtor, without Secured Party's prior written consentto protect the Collateral against the rights, shall not make claims or agree to make any alteration, modification or cancellation ofinterests of third persons, or substitution forto effect or to assure further the purposes and provisions of this Security Agreement, or creditand will pay all reasonable costs incurred in connection therewith. Without limiting the generality of the foregoing, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location ofwill: (i) Debtor's chief executive officemark conspicuously each item of chattel paper and each other contra▇▇ ▇ncluded in the Collateral with a legend, in form and substance satisfactory to Secured Party, indicating that such chattel paper and other contracts are subject to the security interests granted hereby; (ii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable, which Secured Party may reasonably request in order to perfect and preserve the Collateral perfection and priority of the security interests granted or any part thereofpurported to be granted hereby; or (iii) if any Collateral shall be evidenced by a promissory note or other instrument or chattel paper (other than checks received by any Debtor in the ordinary course of business), deliver and pledge to Secured Party such note or instrument or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Secured Party; (iv) if any Collateral is at any time in the possession or control of any warehouseman, bailee, consignee or any of Debtor's records concerning agents or processors, Debtor shall notify such warehouseman, bailee, consignee, agent or processor of the Collateral.
5.9 security interests created or purported to be created hereby, shall cause such warehouseman, bailee, consignee, agent or processor to execute any financing statements or other documents which Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles request, and, unless waived in writing by Secured Party, shall mark its records and upon the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time after the occurrence and during the continuation of an Event of Default, shall instruct such person to time, Debtor shall submit up-to-date schedules of the items comprising the hold all such Collateral in such detail as for Secured Party's account subject to Secured Party's instructions; (v) deliver and pledge to Secured Party may require all securities and shall instruments (other than checks received by Debtor in the ordinary course of business) constituting Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignments, all in form and substance satisfactory to Secured Party; and (vi) at the request of Secured Party, deliver to Secured Party confirming specific assignments any and all certificates of title, applications for title or similar evidence of ownership of all accountsCollateral and shall cause Secured Party to be named as lienholder on any such certificate of title or other evidence of ownership;
(e) without the prior written consent of Secured Party, instrumentsDebtor will not in any way encumber, documents and chattel paper included or hypothecate, or create or permit to exist, any lien, security interest, charge or encumbrance or adverse claim upon or other interest in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunderexcept for Permitted Liens, and the Debtor will defend the Collateral against all claims and demands of other partiesall persons at any time claiming the same or any interest therein, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Partyexcept as expressly provided herein. Debtor shall pay will not permit any Lien Notices to exist or be on file in any public office with respect to all claims and charges that or any portion of the Collateral except, in each case, for Lien Notices of holders of Permitted Liens or except as may have been filed by or for the opinion benefit of Secured Party might prejudice, imperil relating to this Security Agreement or otherwise affect the Collateral or the Security Interestrelated agreements. Debtor shall promptly notify Secured Party of any levy, distraint attachment or other seizure by legal process or otherwise of levied against any part of the Collateral and any information received by any Debtor relative to the Collateral, which may in any material way affect the value of the Collateral or the rights and remedies of Secured Party in respect thereto;
(f) without the prior written consent of Secured Party, Debtor will not sell, transfer, assign (by operation of law or otherwise), exchange or otherwise dispose of all or any portion of the Collateral or any interest therein, except that the Debtor may sell worn-out or obsolete equipment provided that the proceeds thereof are applied to the Secured Obligations or used to purchase new collateral of equal or greater value and the Secured Party shall be granted a first priority security interest therein. If the proceeds of any threatened such prohibited sale are notes, instruments, documents of title, letters of credit or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interestchattel paper, at all times, such proceeds shall be perfected and shall be prior promptly delivered to any other interests in the Collateral except for the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establishbe held as Collateral hereunder (with all necessary or appropriate endorsements). If the Collateral, maintain and continue or any part thereof or interest therein, is sold, transferred, assigned, exchanged, or otherwise disposed of in violation of these provisions, the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses security interest of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange or other disposition, and Debtor will hold the proceeds thereof in a separate account for Secured Party's benefit. Debtor will, at Secured Party's request, transfer such proceeds to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; in kind;
(g) Secured Party is hereby authorized to enter upon file one or more financing statements or fixture filings, and continuations thereof and amendments thereto, relative to all or any property in part of the possession or control Collateral, without the signature of Debtor where permitted by law;
(h) Except as expressly permitted by the Management Contract, Debtor will not enter into any indenture, mortgage, deed of trust, contract, undertaking, document, instrument or other agreement, except for such purposes.the Management Contract and any documents, instruments or agreements related thereto or issue any securities which may materially restrict or inhibit Secured Party's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default;
5.13 All rights, powers (i) The Debtor shall cause to be maintained insurance with respect to the Project and remedies granted Collateral as required by the Management Contract and naming Secured Party hereinas an additional insured, loss payee and mortgagee, if applicable. Upon request, the Debtor shall provide to the Secured Party certificates of insurance or copies of insurance policies evidencing that such insurance satisfying the requirements of such Management Contract is in effect at all times;
(j) Except as expressly permitted by the Management Contract, the Debtor will pay and discharge all taxes, assessments and governmental charges or levies against the Collateral prior to delinquency thereof and will keep the Collateral free of all unpaid claims and charges (including claims for labor, materials and supplies) whatsoever;
(k) Debtor will keep and maintain the Collateral in good condition, working order and repair and from time to time will make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable toward such end. Debtor will not misuse or abuse the Collateral, or otherwise waste or allow it to deteriorate except for the ordinary wear and tear of its normal and expected use in Debtor's business in accordance with Debtor's policies as then in effect (provided that no changes are made to Debtor's policies as in effect on the date hereof that would be materially adverse to the interests of the Secured Party), and will comply with all laws, statutes and regulations pertaining to the use or ownership of the Collateral. Debtor will promptly notify Secured Party regarding any material loss or damage to any material Collateral or portion thereof;
(l) The Debtor will take all actions consistent with reasonable business judgment or, upon the occurrence of an Event of Default, directed by Secured Party in Secured Party's sole and absolute discretion, to create, preserve and enforce any liens or guaranties available to secure or guaranty payments due Debtor under any contracts or other agreements with third parties which constitute Collateral, will not voluntarily permit any such payments to become more than thirty (30) days delinquent and will in a timely manner record and assign to Secured Party, to the extent and at the earliest time permitted by law, any such liens and rights to under such guaranties;
(m) Intentionally omitted;
(n) Intentionally omitted;
(o) Secured Party shall have during normal business hours, with reasonable notice, the right to enter into and upon any premises where any of the Collateral or records with respect thereto are located for the sole benefit purpose of inspecting the same, performing any audit, making copies of records, observing the use of any part of the Collateral, or otherwise protecting its security interest in the Collateral;
(p) Secured Party shall have the right at any time, but shall not be obligated, to make any payments and protection do any other acts Secured Party may deem necessary or desirable to protect its security interest in the Collateral, including, without limitation, that after the occurrence of an Event of Default the right to pay, purchase, contest or compromise any encumbrance, charge or lien (including any Permitted Liens) applicable or purported to be applicable to any Collateral hereunder, and whether prior to or after the occurrence of any Event of Default, appear in and defend any action or proceeding purporting to affect its security interest in and/or the value of any Collateral, and in exercising any such powers or authority, the right to pay all expenses incurred in connection therewith, including attorneys' fees. Debtor hereby agrees that it shall be bound by any such payment made or incurred or act taken by Secured Party hereunder and shall reimburse Secured Party for all reasonable payments made and expenses incurred under this Security Agreement, which amounts shall be secured under this Security Agreement. Secured Party shall have no obligation to make any of the foregoing payments or perform any of the foregoing acts;
(q) if any Debtor shall become entitled to receive or shall receive any certificate, instrument, option or rights, whether as an addition to, in substitution of, or in exchange for any or all of the Collateral or any part thereof, or otherwise, Debtor shall accept any such instruments as Secured Party's agent, shall hold them in trust for Secured Party, and shall deliver them forthwith to Secured Party may exercise any such rightin the exact form received, power with Debtor's endorsement when necessary or remedy at its option and appropriate, or accompanied by duly executed instruments of transfer or assignment in its sole and absolute discretion without any obligation to do so. In additionblank or, if under requested by Secured Party, an additional pledge agreement or security agreement executed and delivered by Debtor, all in form and substance satisfactory to Secured Party, to be held by Secured Party, subject to the terms hereof, as additional Collateral to secure the obligations hereunder;
(r) Secured Party is given two hereby authorized to pay all reasonable costs and expenses incurred in the exercise or more alternative courses enforcement of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted hereinrights hereunder, including reasonable attorneys' fees, and to apply any Collateral or proceeds thereof against such amounts, and then to credit or use any further proceeds of the Collateral in accordance herewith; provided however that if the Debtor is the prevailing party in any action or proceeding seeking enforcement of this Agreement, then the Debtor shall not be and Secured Party shall be added to responsible for such related costs and expenses; and
(s) Secured Party may take any actions permitted hereunder or in connection with the Obligation, shall be secured Collateral by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, or through agents or employees and shall be due entitled to retain counsel and payable by Debtor to Secured Party immediately without demandact in reliance upon the advice of counsel concerning all such matters.
Appears in 3 contracts
Sources: Security Agreement (Lakes Entertainment Inc), Security Agreement (Lakes Entertainment Inc), Security Agreement (Lakes Entertainment Inc)
COVENANTS OF DEBTOR. 5.1 Debtor shall hereby agrees:
a. to do all acts that may be necessary to maintain, preserve and protect the Collateral;
b. not sell, transfer, assign or otherwise dispose of to use any Collateral or permit any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests to be used unlawfully or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of the Loan Agreement, this Agreement or any applicable statute, regulation or ordinance or regulation or any policy of insurance insuring the covering Collateral.;
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory c. to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay promptly when due all taxes, assessments assessments, charges, encumbrances and liens now or hereafter imposed on or affecting any Collateral;
d. to notify Secured Party promptly of any change in Debtor’s name or place of business, or, if Debtor has more than one (1) place of business, Debtor’s primary place of business;
e. to procure, execute and deliver from time to time any financing statements and other charges writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its security interest hereunder and the priority thereof and, following an Event of Default (as defined below), to deliver promptly to Secured Party all originals of Collateral or proceeds consisting of chattel paper or instruments;
f. to appear in and defend any action or proceeding which may be levied affect its title to or assessed against Secured Party’s interest in the Collateral.;
5.5 g. if Secured Party gives value to enable Debtor shall prevent to acquire rights in or the use of any portion Collateral, to use such value for such purpose;
h. to keep separate, accurate and complete records of the Collateral from being or becoming an accession and to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with such records and such other reports and information relating to the license numbers Collateral as Secured Party may reasonably request from time to time;
i. not to surrender or lose possession of (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, except to keep the Collateral free of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) levies and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts security interests or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment liens or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times charges except those created hereby and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived those approved in writing by Secured Party;
j. following an Event of Default, shall mark its records to account fully for and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall promptly deliver to Secured Party confirming specific assignments of all accountsParty, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreementform received, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part proceeds of the Collateral received, endorsed to Secured Party as appropriate, and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at until so delivered all times, proceeds shall be perfected held by Debtor in trust for Secured Party, separate from all other property of Debtor and shall be prior to any other interests in identified as the Collateral except for the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by property of Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.Party;
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, k. to keep the Collateral in good condition and repair;
l. not to cause or permit any waste or unusual or unreasonable depreciation of the Collateral;
m. at any reasonable time, on demand by Secured Party, to procure exhibit to and maintain insurance thereonallow inspection by Secured Party (or persons designated by Secured Party) of the Collateral;
n. to keep the Collateral at the location(s) set forth in Section 16 and not to remove the Collateral from such location(s) without the prior written consent of Secured Party;
o. to comply with all laws, regulations and ordinances relating to the possession, operation, maintenance and control of the Collateral;
p. if any of the Pledged Shares are received by Debtor, to forthwith (i) deliver to Secured Party the certificates or to perform otherwise instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as required herein, Secured Party may advance reasonably request, all of which thereafter shall be held by Secured Party, pursuant to the monies necessary to pay terms of this Agreement, as part of the same, to accomplish Collateral and (ii) take such repairs, to procure and maintain such insurance or to so perform; other action as Secured Party is hereby authorized may reasonably deem necessary or appropriate to enter upon any property duly record or otherwise perfect the security interest created hereunder in such Collateral; and
q. to insure the possession or control of Debtor for such purposes.
5.13 All rightsCollateral, powers and remedies granted with Secured Party hereinnamed as loss payee, or otherwise available in form and amounts, with companies, and against risks and liabilities, reasonably required by Secured Party to protect the value of its security interest hereunder, and following an Event of Default: (a) to assign the policies to Secured Party, are for the sole benefit and protection of (b) to deliver them to Secured PartyParty at its request, and Secured Party may exercise any such right, power or remedy at its option (c) to cooperate with and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by assist Secured Party in exercising making any authority granted hereinclaim thereunder, including reasonable attorneys' feesor in canceling the insurance, shall be added or in collecting and receiving payment of, and endorse any instrument in payment of loss or return premium or other refund or return, and apply such amounts received, at Secured Party’s election, to replacement of Collateral or to the Obligation, Obligations; provided that in no event shall Secured Party be secured by deemed to have a security interest in insurance proceeds except to the Security Interest, shall bear interest at extent solely arising from the highest rate payable on any of the Obligation until paidCollateral, and shall be due and payable by Debtor to if Secured Party immediately without demandreceives any other insurance proceeds, it will deliver such proceeds to the Debtor.
Appears in 2 contracts
Sources: Security Agreement (Apollo Medical Holdings, Inc.), Security Agreement (Apollo Medical Holdings, Inc.)
COVENANTS OF DEBTOR. 5.1 (a) The places where all records relating to the Collateral are presently kept, and the Debtor's only places of business, are listed on Schedule A hereto. The Debtor shall notify Secured Party not less than five (5) days before any change is intended to be made in the foregoing addresses.
(b) The Debtor shall at all reasonable times and from time to time upon due notice allow the Secured Party, by or through any of its officers, agents, attorneys or accountants, to examine or inspect the Collateral wherever located and to examine, inspect and make extracts from the Debtor's books and records. The Debtor shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as Secured Party may reasonably require, to vest more completely in and assure to Secured Party its rights hereunder and in or to the Collateral.
(c) The Debtor shall not sell, transferencumber, assign grant a security interest in or otherwise dispose of or permit the sale, encumbrance or disposal of any Collateral or any interest therein (except as permitted herein) without obtaining the Secured Party's prior written consent of consent.
(d) The Debtor shall perform any and all steps reasonably requested by the Secured Party to perfect the Secured Party's security interest in the Collateral, such as executing and shall keep filing financing or continuation statements in form and substance satisfactory to the Collateral free Secured Party, executing collateral assignments of patents and trademarks (including filings at the United States Patent and Trademark Office), and making notations of such security interest on certificates of title. The Debtor hereby nominates and appoints the Secured Party as attorney-in-fact to do all security interests acts and things which the Secured Party may deem reasonably necessary or other encumbrances except the Security Interest, advisable to perfect and continue perfected the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered created by this Agreement.
(e) The Debtor hereby covenants that (a) the Debtor will promptly pay any and all taxes, this assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall not be construed to mean that contested in good faith by the Debtor; (b) the Debtor will immediately notify the Secured Party consents to of any sale event causing a substantial loss or diminution in the value of all or any material part of the Collateral.
5.2 Collateral and an estimate of the amount of such loss or diminution; and (c) the Debtor shall keep and maintain the Collateral in good condition and repair and shall will not use the Collateral in violation of any provision of this Agreement statute or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall will keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other any adverse lien, security interestsinterest or encumbrance, encumbrances or claims excepting the security interests described in Schedule 4.1except as permitted herein, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, will not waste or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay destroy the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 2 contracts
Sources: Security Agreement (Asa International LTD), Security Agreement (Asa International LTD)
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted hereinin the Credit Agreement) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured PartyParty as required in the Credit Agreement. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the CollateralCollateral as required in the Credit Agreement.
5.5 Debtor shall prevent any portion of the Collateral that is not a fixture from being or becoming a fixture and shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 If the Collateral includes motor vehicles, Debtor shall not remove or permit such motor vehicles to be removed from the State of Arizona without the prior written consent of Secured Party, shall keep all titled vehicles properly registered with and licensedlicensed by the State of Arizona, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) Permitted Encumbrances and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items reasonably related to the Collateral as may be necessary to perfect the Security Interest in the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the CollateralCollateral or (iv) the State of Debtor's organization.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security IInte▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records upon reasonable request and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all reasonable claims and charges that in the opinion of Secured Party might materially prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any material levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed material claims or proceedings that might in any way materially affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lienany Permitted Liens. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents reasonably requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, reasonably deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1claims, except any Permitted Liens to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
5.14 Debtor will not sign or authorize the signing on its behalf or the filing of any financing statement naming it as debtor covering all or any portion of the Collateral except as permitted by the Credit Agreement.
Appears in 2 contracts
Sources: Security Agreement (Schuff International Inc), Security Agreement (Schuff International Inc)
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the any Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral; provided, however, that Debtor can sell or dispose of the Collateral in the ordinary course of business.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral that is not a fixture from being or becoming a fixture and shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered with and licensed, shall provide Secured Party with the license numbers of all titled vehicles, and if requested by Secured Party shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereofTitle.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Collateral if such default could be reasonably expected to have a Material Adverse Effect on Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.records
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Assuming Secured Party files with the Arizona Secretary of State and Patent and Trademark Office, the Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral Collateral, except for the LaSalle LienPermitted Liens. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1claims, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of Default Rate (as defined in the Obligation Credit Agreement) until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) ), with an aggregate value in excess of $50,000.00 during any fiscal year, without obtaining the prior written consent of Secured Party and and, after the initial advance under the Note, shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral; provided, that, upon Notice to Secured Party, Debtor shall have the right to reasonably contest such items in accordance with applicable law.
5.5 Debtor shall prevent any portion of the Collateral that is not a fixture from being or becoming a fixture and shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 If the Collateral includes motor vehicles, Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office (or residence if Debtor is an individual without an office); (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Partyupon the occurrence of an Event of Default, shall mark its ▇▇▇ records and the Collateral to indicate the Security I▇▇▇▇estInterest. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all timestimes after the initial advance under the Note, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle LienCollateral, other than Permitted Liens. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1claims, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may may, upon thirty (30) days notice to Debtor (unless Secured Party determines an emergency exists in which case no notice shall be required), advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 (a) Except in the normal course of business, Debtor shall not sell, transfer, assign assign, or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 and the Permitted LiensParty. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 (b) Debtor shall pay when due all taxes, assessments and other charges which that may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1c) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iiiii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. (d) Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇estprinciples. Secured Party shall have free and complete reasonable access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 (e) Debtor, at its sole cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interestparties other than Permitted Liens. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 (f) The Security Interest, at all times, shall be perfected perfected, and shall be prior to any other interests in the Collateral except for the LaSalle Lienother than Permitted Liens (as defined below). Debtor shall act and perform as necessary and shall execute execute, file and file record all security agreements, financing statements, deeds of trust, mortgages, continuation statements and other documents reasonably requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.deemed
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Except as otherwise permitted in the Credit Agreement, and except as to its inventory which may be sold in the ordinary course of business, Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the any Permitted Liens; provided however that Debtor may sell, transfer, assign or otherwise dispose of any Collateral ("Disposed Collateral") or any interest thereon without obtaining the prior written consent of Secured Party so long as (i) Debtor is doing so in the ordinary course of business, (ii) the book value of any such Disposed Collateral does not exceed $5,000.00, and (iii) the aggregate book value of all such Disposed Collateral does not exceed $100,000.00 in any fiscal year. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral that is not a fixture from being or becoming a fixture and shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered with and licensed, shall provide Secured Party with the license numbers of all titled vehicles, and if requested by Secured Party shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereofTitle.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any material default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) except as its transfer is permitted under the Credit Agreement, the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 After reasonable notice by Secured Party, Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇estprinciples. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateralrequire.
5.10 Debtor, at its reasonable cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the reasonable opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and except for Permitted Liens shall be prior to any other interests in the Collateral except for the LaSalle LienCollateral. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all reasonable costs and expenses of filing and recording, including the costs of any searches, deemed reasonably necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1claims, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; after reasonable notice by Secured Party to Debtor, Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of Default Rate (as defined in the Obligation Credit Agreement) until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Except as may otherwise be set forth in or allowed under the terms of any of the other Loan Documents, Debtor covenants and agrees that unless and until Secured Party expressly agrees in writing to another course of action:
(a) Debtor shall not sell, pledge, hypothecate, transfer, assign lease, assign, abandon or otherwise dispose of any Collateral of the inventory or any interest therein except in the ordinary course of business.
(except as permitted hereinb) without obtaining the prior written consent of Debtor shall promptly notify Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described any Event of Default (as defined in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the CollateralParagraph 10 hereof).
5.2 (c) Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring defend the Collateral against risksthe claims and demands of all persons.
(d) Debtor shall, with coverage and in form and amount satisfactory to at any time upon demand of Secured Party. At , exhibit to and allow inspection by Secured Party of records with respect to the Collateral and shall, promptly upon request from Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party an accounting as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) identity, location and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately value of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateralreasonably require.
5.10 Debtor(e) Secured Party, at its cost option, may discharge taxes, liens, security interests and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and other encumbrances against the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims may pay for the maintenance and counterclaims asserted preservation thereof if not otherwise paid or performed by any Obligor against Debtor and/or Secured PartyDebtor. Debtor shall pay all claims and charges that reimburse Secured Party on demand for any payments as made, plus interest thereon at the Default Rate (as defined in the opinion Credit Agreement) from the date of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interestsuch payment. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure Any such payments made by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligationtogether with interest thereon, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any Collateral as provided herein and by all of the Obligation until paid, other Loan Documents.
(f) Debtor shall from time to time execute financing statements and shall be due and payable by Debtor other documents in form satisfactory to Secured Party (and pay the cost of filing or recording them in whatever public offices Secured Party deems necessary) and perform such other acts as Secured Party may request to perfect and maintain a valid security interest in the Collateral.
(g) Debtor shall not move its principal place of business or its books and records relating to the Collateral without thirty (30) days prior written notice thereof to Secured Party.
(h) Debtor shall not change its name, its jurisdiction of organization or otherwise do anything which would make the information set forth in the financing statements relating to the Collateral materially misleading without immediately without demandnotifying Secured Party of the same.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Unless and until Secured Party consents in writing to another course of action, Debtor shall covenants and agrees to the following:
9.1. Debtor will timely and promptly pay and remit to Secured Party all monies due Secured Party pursuant to the terms and conditions of the Obligations and after an event of default as set forth in SECTION 10 hereof, to account fully and faithfully for and promptly pay or turn over to Secured Party the proceeds in whatever form received in disposition in any manner of Collateral.
9.2. Debtor will keep the Collateral at the location specified in SECTION 4.
9.3. Debtor will not sell, assign, transfer, assign pledge, lease, abandon or otherwise dispose of any of the Collateral or any interest therein (except as permitted herein) without obtaining that the prior written consent inventory may be sold in the ordinary course of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateralbusiness.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral9.4. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to will keep the Collateral in good condition and repairfree of liens, security interests encumbrances and/or leases (other than the security interest created by this Agreement and those set forth on EXHIBIT A, if any); will promptly notify Secured Party of any event of default, as defined in SECTION 10; will not use the Collateral for hire or in violation of any applicable statute, ordinance or insurance policy; will defend the Collateral against the claims and demands of all persons; and will pay promptly all taxes and assessments with respect to procure the Collateral; and maintain insurance thereon, will not permit the Collateral to become part of or to be affixed to any real or personal property without first making arrangements satisfactory to Secured Party to protect Secured Party's interest. Secured Party may inspect the Collateral at any time, wherever located.
9.5. Debtor will keep the Collateral insured with companies acceptable to Secured Party against such casualties and in such amounts as Secured Party may require. If requested by Secured Party, all insurance policies will be written for the benefit of Debtor and Secured Party as their interests may appear, and will provide for 30 days' written notice to Secured Party prior to cancellation. Debtor shall notify Secured Party upon receipt of any draft or check received for any insurance claim and shall endorse over and deliver to Secured Party such draft or check unless otherwise provided in writing by Secured Party. Secured Party may act as attorney for Debtor in making, adjusting and settling claims under or canceling such insurance and endorsing Debtor's name on any drafts relating thereto. Secured Party may apply any proceeds of insurance toward payments of the obligations, whether or not due, in any order or priority.
9.6. At its option in the event Debtor fails to timely perform otherwise as required hereinany of the following, Secured Party may advance discharge taxes, liens, security interests and any other encumbrances against the monies necessary Collateral and may pay for the repair of any damage to pay the sameCollateral, to accomplish such repairs, to procure the maintenance and maintain such preservation thereof and insurance or to so perform; thereon. Debtor will reimburse Secured Party is hereby authorized to enter upon on demand for any property payments so made, plus interest thereon at the rate specified in any applicable promissory note, or if none, 12% per annum, from the possession or control date of such payment. Any such payments by Secured Party will be deemed advances on behalf of the Debtor for such purposesand will become a part of the Obligations, secured by the Collateral.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for 9.7. At the sole benefit and protection request of Secured Party, Debtor will from time to time execute financing statements, and extensions and/or modifications thereof and other documents in form satisfactory to Secured Party (and pay the cost of filing or recording them in whatever public offices Secured Party deems reasonably necessary) and perform such other acts as Secured Party may exercise any such right, power or remedy at its option reasonably request to perfect and maintain a valid security interest in its sole the Collateral.
9.8. Debtor will pay all expenses and absolute discretion without any obligation to do so. In addition, if under the terms hereof, reimburse Secured Party is given two or more alternative courses of action, Secured Party may elect for any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted hereinexpenditures, including reasonable attorneys' feesfees and legal expenses, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on incurred in connection with Secured Party's exercise of any of the Obligation until paid, its rights and shall be due and payable by Debtor to Secured Party immediately without demandremedies under this Agreement. 9.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 5.1. Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining except as permitted under the prior written consent of Secured Party Credit Agreement and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, Interest and Permitted Liens (as defined in the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Credit Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral).
5.2 5.2. Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 5.3. Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party accordance with the original policies of insurance containing endorsements naming Secured Party as a loss payeeCredit Agreement.
5.4 5.4. The Debtor shall pay when due will not sign or authorize the signing on its behalf or the filing of any financing statement naming it as debtor covering all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of except as permitted by the CollateralCredit Agreement.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 5.5. Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 5.6. Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) Debtor's state of organization; (iii) the Collateral or any material part thereof; or (iiiiv) Debtor's records concerning the Collateral.
5.9 5.7. Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security IIn▇▇▇▇estst. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 5.8. Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 5.9. The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle LienCollateral. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 5.10. If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1claims, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 5.11. All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted hereinherein or in the Credit Agreement) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, Interest and Permitted Encumbrances (as defined in the security interests described in Schedule 4.1 and the Permitted LiensCredit Agreement). Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's ’s request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the CollateralCollateral except as permitted in the Credit Agreement.
5.5 Debtor shall prevent any portion of the Collateral that is not a fixture from being or becoming a fixture and shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 The Debtor will not sign or authorize the signing on its behalf or the filing of any financing statement naming it as debtor covering all or any portion of the Collateral except as permitted by the Credit Agreement.
5.7 If the Collateral includes motor vehicles, Debtor shall not remove or permit such motor vehicles to be removed from the state of its registration without the prior written consent of Secured Party, shall keep all titled vehicles properly registered with and licensedlicensed by the state of its registration, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 5.8 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's ’s prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 5.9 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's ’s chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's ’s records concerning the Collateral; or (iv) the State of Debtor’s organization.
5.9 5.10 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark m▇▇▇ its records and the Collateral to indicate the Security I▇▇▇▇estInterest. Secured Party shall have free and complete access to Debtor's ’s records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 5.11 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 5.12 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle LienCollateral. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' ’ fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Except as may otherwise be set forth in or allowed under the terms of any of the other Loan Documents, Debtor covenants and agrees that unless and until Secured Party expressly agrees in writing to another course of action:
(a) Debtor shall not sell, pledge, hypothecate, transfer, assign lease, assign, abandon or otherwise dispose of any of the Collateral or any interest therein except in the ordinary course of business.
(except as permitted hereinb) without obtaining the prior written consent of Debtor shall promptly notify Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described any Event of Default (as defined in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the CollateralParagraph 10 hereof).
5.2 (c) Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring defend the Collateral against risksthe claims and demands of all persons.
(d) Debtor shall, with coverage and in form and amount satisfactory to at any time upon demand of Secured Party. At , exhibit to and allow inspection by Secured Party of records with respect to the Collateral and shall, promptly upon request from Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party an accounting as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) identity, location and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately value of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateralreasonably require.
5.10 Debtor(e) Secured Party, at its cost option, may discharge taxes, liens, security interests and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and other encumbrances against the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims may pay for the maintenance and counterclaims asserted preservation thereof if not otherwise paid or performed by any Obligor against Debtor and/or Secured PartyDebtor. Debtor shall pay all claims and charges that reimburse Secured Party on demand for any payments as made, plus interest thereon at the Default Rate (as defined in the opinion Credit Agreement) from the date of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interestsuch payment. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure Any such payments made by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligationtogether with interest thereon, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any Collateral as provided herein and by all of the Obligation until paid, other Loan Documents.
(f) Debtor authorizes Secured Party to from time to time file financing statements and shall be due and payable by Debtor other documents in form satisfactory to Secured Party (and pay the cost of filing or recording them in whatever public offices Secured Party deems necessary) and perform such other acts as Secured Party may request to perfect and maintain a valid security interest in the Collateral.
(g) Debtor shall not change the state of its incorporation or move its principal place of business or its books and records relating to the Collateral without thirty (30) days prior written notice thereof to Secured Party.
(h) Debtor shall not change its corporate name or otherwise do anything which would make the information set forth in the financing statements relating to the Collateral materially misleading without immediately without demandnotifying Secured Party of the same.
(i) Debtor will corporate with Secured Party in obtaining control with respect to Collateral consisting of: deposit accounts, investment property and letter of credit rights. 6433\154\994207.2 3
Appears in 1 contract
Sources: Security Agreement (Birner Dental Management Services Inc)
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the Permitted LiensSecurity Interests. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver the Certificates of Title, or lien filing receipts receipts, as applicable, to Secured Party as evidence thereof.
5.7 Debtor shall immediately deliver to Secured Party all instruments, documents, chattel paper and certificated securities (together with stock powers satisfactory to Secured Party, executed in blank) that are at any time included in the Collateral and that are not then held by LaSalle, Imperial or Cruttenden in connection with the Permitted Security Interests. Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle LienPermitted Security Interests. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting except the security interests described in Schedule 4.1Permitted Security Interests, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Subject to Section 7.2 of the Loan Agreement, Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral that is not a fixture from being or becoming a fixture and shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) except as permitted in Paragraph 3.2 hereof with respect to the Manila Equipment, the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 5.7 After reasonable notice by Secured Party to Debtor, Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived if requested in writing by Secured Party, shall mark its records and the Collateral Collate▇▇▇ to indicate the Security I▇▇▇▇estInterest. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateralrequire.
5.10 5.8 Debtor, at its reasonable cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The 5.9 Subject to Section 7.2 of the Loan Agreement, the Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle LienCollateral. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all reasonable costs and expenses of filing and recording, including the costs of any searches, deemed reasonably necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.. 3
5.12 5.10 If Debtor shall fail fail, subject to Section 7.2 of the Loan Agreement, to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1claims, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; after reasonable notice by Secured Party to Debtor, Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 5.11 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Except as otherwise permitted in the Credit Agreement, and except as to its inventory which may be sold in the ordinary course of business, Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party which will not be unreasonably withheld or delayed and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the any Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale or other transfers of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring in accordance with the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party provisions of the original policies of insurance containing endorsements naming Secured Party as a loss payeeCredit Agreement.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts give prompt written notice to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in of the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately happening of any default by any Obligor casualty to or in the payment or performance of its obligations connection with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; , whether or (iii) Debtor's records concerning not covered by insurance. In the Collateral.
5.9 Secured Party or its agents may inspect event of such casualty, the gross proceeds of the insurance relating to the Collateral at reasonable times and may enter into any premises where (the Collateral is or may "PROCEEDS"), less all expenses (including attorneys' fees) incurred in the collection of such Proceeds, shall be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by payable to Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free Debtor hereby authorizes and complete access to Debtor's records and shall have the right directs any affected insurance company to make extracts therefrom or copies thereofpayment of such Proceeds in such a case directly to Secured Party. Upon request of Secured Party If Debtor receives any Proceeds resulting from time to timesuch casualty, Debtor shall submit up-to-date schedules of the items comprising the Collateral in promptly pay over such detail as Secured Party may require and shall deliver Proceeds to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized and empowered by Debtor at Secured Party's option and in Secured Party's sole discretion, as attorney-in-fact for Debtor, with full power of substitution, to enter upon make proof of loss, to appear in and prosecute any property in action arising from any policy or policies of insurance, and to settle, adjust, or compromise any claim for loss, damage or destruction under any policy or policies of insurance. The appointment granted herein shall be deemed to be a power coupled with an interest. Debtor shall not settle, adjust or compromise any claim for loss, damage or destruction of the possession Collateral or control any part thereof under any policy or policies of Debtor for such purposes.
5.13 All rights, powers and remedies granted insurance without the prior written consent of Secured Party hereinto such settlement, adjustment or compromise. In the event of any damage to or destruction of the Collateral, all, or otherwise available any part, of the Proceeds may be applied to Secured Partythe Obligations or to the restoration and repair of the Collateral, are for the sole benefit and protection of Secured Party, and as Secured Party may exercise any such right, power or remedy at its option and determine in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.and
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the Permitted LiensSecurity Interests. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver the Certificates of Title, or lien filing receipts receipts, as applicable, to Secured Party as evidence thereof.
5.7 Debtor shall immediately deliver to Secured Party all instruments, documents, chattel paper and certificated securities (together with stock powers satisfactory to Secured Party, executed in blank) that are at any time included in the Collateral and that are not then held by LaSalle, Imperial or Cruttenden in connection with the Permitted Security Interests. Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and -5- shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle LienPermitted Security Interests. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting except the security interests described in Schedule 4.1Permitted Security Interests, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted hereinin the Credit Agreement) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured PartyParty as required in the Credit Agreement. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the CollateralCollateral as required in the Credit Agreement.
5.5 Debtor shall prevent any portion of the Collateral that is not a fixture from being or becoming a fixture and shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 If the Collateral includes motor vehicles, Debtor shall not remove or permit such motor vehicles to be removed from the State of Arizona without the prior written consent of Secured Party, shall keep all titled vehicles properly registered with and licensedlicensed by the State of Arizona, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) Permitted Encumbrances and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items reasonably related to the Collateral as may be necessary to perfect the Security Interest in the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, credit adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the CollateralCollateral or (iv) the State of Debtor's organization.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security IInte▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records upon reasonable request and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all reasonable claims and charges that in the opinion of Secured Party might materially prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any material levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed material claims or proceedings that might in any way materially affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lienany Permitted Liens. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents reasonably requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, reasonably deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1claims, except any Permitted Liens to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
5.14 Debtor will not sign or authorize the signing on its behalf or the filing of any financing statement naming it as debtor covering all or any portion of the Collateral except as permitted by the Credit Agreement.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 The Debtor covenants and agrees with the Secured Party as follows:
3.1 The Debtor shall diligently maintain, use and operate the Collateral and shall carry on and conduct its business in a proper and efficient manner so as to preserve and protect the Collateral and the earnings, incomes, rents, issues and profits thereof.
3.2 The Debtor shall keep proper books of account in accordance with sound accounting practice and the Debtor shall furnish to the Secured Party such financial information and statements relating to its business and the Collateral as the Secured Party may from time to time require and the Debtor shall permit the Secured Party or its authorized agent at any time, at the expense of the Debtor, to have access to all premises occupied by the Debtor or any place where the Collateral may be found in order to inspect the Collateral and to examine the books of account and other financial records and reports of the Debtor including but not selllimited to books of account and other financial records and reports relating to the Collateral and to have temporary custody thereof and to make copies thereof and take extracts therefrom and shall at the request of the Secured Party ▇▇▇▇ the Collateral to indicate clearly the security interest of the Secured Party.
3.3 The Debtor shall pay all rents, transfertaxes, assign rates, levies, assessments and government fees or dues lawfully levied, assessed or imposed in respect of the Collateral or any part thereof as and when the same shall become due and payable and shall exhibit to the Secured Party, when required, the receipts and vouchers evidencing such payments.
3.4 Except for any security interests listed on Schedule “B” and purchase-money security interests on property hereafter acquired by the Debtor granted to a secured party who has complied with the PPSA with respect thereto, the Debtor shall keep the Collateral free at all times from any and all security interests, deemed trusts, liens or other encumbrances of whatsoever nature, kind or priority other than those in favour of the Secured Party and shall defend the title to the Collateral against all persons and shall not permit the Collateral to become an accession to any property not subject to the security interest granted by this Security Agreement or to become a fixture unless the security interest of the Secured Party ranks prior to the interests of all persons in the realty.
3.5 The Debtor shall cause all of the Collateral which is of a character usually insured by businesses owning or operating Collateral of a similar nature to be properly insured and kept insured with reputable insurers acceptable to the Secured Party against loss or damage by fire or other risks and hazards usually insured against by businesses owning or operating Collateral of a similar nature in such amounts, containing such terms, in such form and for such purposes as may be satisfactory to the Secured Party. Loss under such insurance shall be payable to the Secured Party as its interest may appear and such insurance shall contain a mortgage clause acceptable to the Secured Party. The Debtor shall, at the Secured Party’s request, provide satisfactory evidence that such insurance has been effected and that loss thereunder is payable to the Secured Party as its interest may appear and any other information relating to such insurance as the Secured Party may require. If the Debtor fails to maintain satisfactory insurance, the Secured Party may, at its option, obtain such insurance at the expense of the Debtor and the Debtor shall forthwith repay all costs and expenses incurred by the Secured Party in connection therewith with interest at the highest rate per annum charged by the Secured Party on the Obligations or any part thereof and all such costs and expenses and interest thereon shall become part of the Obligations and shall be secured by this Security Agreement.
3.6 The Debtor shall duly observe and comply with all requirements of any governmental authority applicable to the Collateral or its use and operation and shall observe and comply with all covenants, terms and conditions upon or under which the Collateral is held.
3.7 The Debtor shall at all times do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all and singular every such further acts, deeds, transfers, assignments, security agreements and assurances as the Secured Party may reasonably require for the better granting, transferring, assigning, charging, setting over, assuring, confirming and/or perfecting the security interest of the Secured Party in the Collateral pursuant to this Security Agreement. The Debtor hereby constitutes and appoints the manager or acting manager of the Secured Party at its above address, or any receiver appointed by the Court or the Secured Party as hereafter set out, the true and lawful attorney of the Debtor irrevocably with full power of substitution to do, make and execute all such assignments, documents, acts, matters or things with the right to use the name of the Debtor whenever and wherever it may be deemed necessary or expedient.
3.8 The Debtor shall not, except as otherwise permitted hereunder, remove, destroy, lease, sell or otherwise dispose of any of the Collateral; provided that the Debtor may sell or otherwise dispose of equipment which has become worn out or damaged or otherwise unsuitable for its purpose on condition that it shall substitute therefor, subject to the security interest created hereby and free from other security interests, property of equal value so that the security hereby constituted shall not thereby be in any way reduced or impaired; and provided further that the Debtor may, in any calendar year, remove, destroy, lease, sell or otherwise dispose of equipment having an aggregate fair market value not in excess of ◼ ($◼) Dollars.
3.9 The Debtor shall notify the Secured Party in writing:
(i) at least twenty (20) days prior to any change of name of the Debtor;
(ii) at least twenty (20) days prior to any transfer of the Debtor’s interest in any part of the Collateral, not expressly permitted hereunder;
(iii) promptly of the details of any significant acquisition of the Collateral;
(iv) promptly of any loss of or damage to the Collateral; and
(v) at least twenty (20) days prior to any change in the Chief Executive Office address or the location(s) set forth on Schedule “C” hereto, of the Collateral or and any interest therein (except as permitted herein) records relating thereto.
3.10 The Debtor shall not, without obtaining the prior written consent of the Secured Party, directly or indirectly change the nature of its business or amalgamate or otherwise merge with any person or permit all or a substantial portion of its property or assets to become the property of any other person and shall not do any act or thing that would materially adversely affect its business, financial condition, assets or position or its ability to carry on its business as now conducted by it and shall not permit any of its subsidiaries to do any of the foregoing.
3.11 The Debtor shall not, without the prior written consent of the Secured Party, pay, declare or set aside for payment any dividends or other distribution on account of shares of any class of stock of the Corporation, nor make any other distribution in cash or in specie on account of shares or capital, whether by reduction, redemption or cancellation of capital or otherwise.
3.12 The Debtor shall furnish to the Secured Party such information with respect to the Collateral and the Debtor and its business as the Secured Party may from time to time require and shall keep give written notice to the Collateral free Secured Party of all security interests proceedings before any court, administrative board or other encumbrances except tribunal, which could materially affect the Security Interest, the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of Debtor or the Collateral.
5.2 3.13 The Debtor shall keep and maintain not, without the Collateral prior consent in good condition and repair and shall not use writing of the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxescreate any security interest, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensedmortgage, shall provide Secured Party with the license numbers of all titled vehicleshypothec, shall cause the Security Interest to be shown as a valid charge, lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) encumbrance upon the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect 3.14 The Debtor shall, at the Collateral at reasonable times and may enter into any premises where request of the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and provide the Collateral to indicate the Security I▇▇▇▇est. Secured Party with a complete description of all property of any nature or kind acquired by the Debtor after the execution of this Security Agreement.
3.15 The Debtor shall have free and complete access to Debtor's records and shall have obtain a written agreement from each landlord of the right to make extracts therefrom or copies thereof. Upon request Debtor in favour of the Secured Party from time and in form and substance satisfactory to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in , whereby such landlord:
(i) agrees to give notice to the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure default by legal process or otherwise the Debtor under the lease and a reasonable opportunity to cure such default prior to the exercise of any part remedies by the landlord; and
(ii) acknowledges the Security Interest and the right of the Secured Party to enforce the Security Interest in priority to any claim of such landlord.
3.16 Upon failure by the Debtor to observe or perform any of the covenants and Obligations set forth in this Security Agreement to be observed or performed by it, the Secured Party may take possession of the Collateral and, whether it has taken possession or not, perform any of such covenants and Obligations in any manner deemed proper by the Secured Party, without waiving any rights to enforce this Security Agreement. The reasonable expense (including the cost of any threatened insurance and payment of taxes or filed claims other charges and legal fees and expenses on a solicitor and his own client scale) paid by the Secured Party in respect of the custody, preservation, use or proceedings that might in any way affect or impair operation of the terms of this Agreement.
5.11 The Security Interest, at all timesCollateral, shall be perfected and shall be prior deemed advanced to any other interests in the Collateral except for Debtor by the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable per annum charged by the Secured Party on the Obligations or any part thereof, shall become part of the Obligation until paid, Obligations and shall be due secured by this Security Agreement. In addition, the Debtor shall pay all reasonable expenses (including legal fees and payable expenses on a solicitor and his own client scale), incurred by Debtor to the Secured Party immediately in connection with the preparation, perfection, execution, protection, enforcement of and advice with respect to this Security Agreement (including, without demandlimitation, the realization, disposing of, retaining, protecting or collecting the Collateral or any part thereof and the protection and enforcement of the rights of the Secured Party hereunder) and such expenses shall become part of the Obligations, shall bear interest at such highest rate per annum and shall be secured by this Security Agreement.
Appears in 1 contract
Sources: General Security Agreement
COVENANTS OF DEBTOR. 5.1 The Debtor shall hereby agrees and covenants that:
(a) Debtor will keep the Collateral free from all liens, security interests and encumbrances except for the security interest granted herein or those specifically permitted under the Commercial Loan Agreement of even date herewith between the Debtor and the Bank and will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein. The Debtor will not sell, transfer, assign sell or otherwise dispose of any transfer the Collateral or any interest therein therein, except for the sale and replacement of inventory and equipment in the ordinary course of business as presently conducted. The Debtor acknowledges and agrees that any security interest, sale or transfer of Collateral without the authorization of Bank will violate the rights of the Bank and the Bank may note this fact on any financing statement, fixture filing or other record filed by the Bank. In the event that any other security interest or lien attaches to the Collateral, other than the security interest to the Bank, Debtor hereby grants to Bank a power of attorney to, in the name of the Debtor, request and to enforce any right of Debtor to obtain, accountings and information from such other secured party or lienor relating to the obligations secured and collateral securing such security interest or lien, which power, being coupled with an interest, shall not be revocable by Debtor. Debtor agrees to pay or reimburse Bank upon demand for any reasonable charges resulting from such requests for information. From time to time, at Bank’s election, the Bank may obtain search of such Uniform Commercial Code filing offices as it shall deem appropriate, at Debtor’s expense, to verify Debtor’s compliance with the terms of this Security Agreement.
(except as permitted hereinb) Debtor will preserve and keep in force its existence in the state of organization specified in subsection II.(a) above and will promptly pay all lawful taxes and assessments, subject, however, to Debtor’s right to contest the same, provided that the Bank’s security interest in the Collateral shall not be impaired, provided that in the event a lien is placed upon any of the Collateral, the Debtor shall within 10 days post a bond (i) in favor of the Bank in an amount equal to the lien and in form satisfactory to the Bank or (i) in favor of the lienor that will release any such lien on the Collateral with respect to any such contest if requested by the Bank. Unless the Bank consents in writing, the Debtor will not merge with any other entity or change its state of organization or change its form of organization. Debtor will not change its name without obtaining giving the Bank thirty (30) days prior written consent notice in which it sets forth its new name and the date on which the new name shall first be used. Debtor shall maintain its principal place of Secured Party business and chief executive office at the address set forth in the beginning of this Security Agreement. Debtor shall, at all times, keep the Bank accurately informed in writing of each location where the Debtor's assets are kept and of each of its places of business and Debtor shall not remove any records to another state or change the location or open or close, move or change any existing or new place of business without giving the Bank at least thirty (30) days' prior written notice thereof. Debtor shall, at its expense, furnish to Bank a certified copy of Debtor’s organization documents verifying its correct legal name or, at Bank’s election, shall permit the Bank to obtain such certified copy at Debtor’s expense. From time to time, at Bank’s election, the Bank may obtain a certified copy of Debtor’s organization documents as it shall deem appropriate, at Debtor’s expense, to verify Debtor’s compliance with the terms of this Security Agreement.
(c) Debtor will, at its expense, furnish to the Bank, upon Bank's demand, such further information, will execute and deliver to the Bank such financing statements and other agreements, instruments or documents, and will do all such acts as the Bank may, at any time or from time to time, reasonably request, or as may be necessary or appropriate to establish and maintain a valid and enforceable first security interest of the Bank in the Collateral. Notwithstanding the foregoing, the Bank is hereby authorized to authenticate and to file (without the Debtor's signature) financing statements, fixture filings or similar records naming the Debtor or any other party being or becoming bound by this security agreement (whether as a new debtor, a transferee of Collateral subject to Bank’s security interest or becoming a party to this Security Agreement) as the debtor and indicating the Collateral. Debtor shall not file a correction statement relating to the Collateral or to any financing statement or fixture filing filed by the Bank without the Bank’s prior written consent.
(d) Debtor will keep the Collateral free at all times insured against risks of all security interests loss or damage by fire (including so-called extended coverage), flood, theft and such other casualties as set forth in the Commercial Loan Agreement by and between the Debtor and the Bank of even date herewith as the same may be amended or modified from time to time (the “Loan Agreement”).
(e) Debtor will notify the Bank in writing promptly upon its learning of any event, condition, loss, damage, litigation, administrative proceeding or other encumbrances except circumstance which may materially and adversely affect the Security InterestCollateral or the Bank's security interest in the Collateral. In the event that the Bank, in its sole discretion, shall determine that there has been any loss, damage or material diminution in the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale value of the Collateral, the Debtor will, whenever the Bank requests, pay to the Bank such amount as the Bank, in its sole discretion, shall have determined represents such loss, damage or material diminution in value (any such payment not to affect the Bank's security interest in such Collateral), less any amounts actually received by the Bank in respect of casualty proceeds or condemnation awards in accordance with the Commercial Loan Agreement.
5.2 (f) Debtor shall will keep and maintain the Collateral in good condition order and repair repair, will not waste or destroy the Collateral or any part thereof and shall will not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring thereon. The Bank may examine and inspect the Collateral.
5.3 Debtor shall provide and maintain insurance insuring , the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral books and records and any documents or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect instruments relating to the Collateral at any reasonable time or times and wherever located.
(g) Debtor will furnish to the Bank periodic financial statements as required by the Loan Agreement. The Debtor will also, at such intervals as the Bank may enter request, notify the Bank, upon a form satisfactory to the Bank, of all Collateral which has come into any premises where existence since the Collateral is date hereof or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in last such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateralnotification.
5.10 Debtor(h) At its option, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including but without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the Bank may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral in violation of the terms hereofand conditions of the Loan Documents; may place and pay for insurance on the Collateral if the Debtor fails to comply with the requirements of the Commercial Loan Agreement with respect thereto; may order and pay for the repair, Secured Party is given two maintenance and preservation of the Collateral; and may pay any fees for filing or more alternative courses of actionrecording such instruments or documents as may be necessary or desirable to perfect the security interest granted herein. The Debtor agrees to reimburse the Bank on demand for any reasonable payment made or any reasonable expense incurred by the Bank pursuant to the foregoing authorization, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, such payments and expenses shall be added to constitute part of the Obligation, shall be principal amount of Obligations hereby secured by the Security Interest, and shall bear interest at the highest rate payable on any the Obligations of the Obligation until paidDebtor to the Bank.
(i) If any part of the Collateral is or becomes a fixture, the Debtor will, on demand, furnish the Bank with a disclaimer or release signed by all persons having an interest in the real estate or any interest in the Collateral, which is recorded or filed, or which may be, prior to the Bank's interest.
(j) All representations now or hereafter made by the Debtor to the Bank, whether in this Security Agreement or in any supporting or supplemental documentation or statement are, will be, and shall continue to be due true and payable correct in all material respects.
(l) In the event that Collateral is in the possession of a bailee or other third party, Debtor shall, at Bank’s election (and in form and content satisfactory to the Bank), either: (i) cause a document of title, in form and content satisfactory to the Bank, to be issued in the name of the Bank or (ii) obtain the written acknowledgement of the bailee or third party that it is holding such Collateral for the benefit of the Bank.
(m) With respect to any Collateral which is subject to a certificate of title, the Debtor shall: (i) cause a certificate of title to be issued perfecting the security interest of the Bank, unless such collateral is inventory held for sale in the ordinary course of Debtor’s business by the Debtor and until such collateral ceases to Secured Party immediately without demandbe such inventory; and (ii) not cause or permit a certificate of title to be issued in another state which does not list the Bank’s security interest.
Appears in 1 contract
Sources: Security Agreement (NorthStar Healthcare Income, Inc.)
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of covenants and agrees with Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents that:
3.2.1 In addition to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral other remedies granted in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver Second Mortgage to Secured Party (including specifically, but not limited to, the original policies right to proceed against the Mortgaged Property in accordance with the rights and remedies in respect of insurance containing endorsements naming the Mortgaged Property which are real property pursuant to the Uniform Commercial Code), Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxesmay, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion should an Event of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien Default (as defined in Schedule 4.1Article V hereof) occur and be continuing, proceed under the Uniform Commercial Code as to all or any part of the personal property (tangible or intangible) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper fixtures included in the Collateral Mortgaged Property (such portion of the Mortgaged Property being referred to in this Article III as the "Collateral"), and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations have and may exercise with respect to any Collateral. Debtorthe Collateral all the rights, remedies, and powers of a secured party under the Uniform Commercial Code, including without Secured Party's prior written consentlimitation the right and power to sell, shall not make at one or agree to make any alterationmore public or private sales, modification or cancellation otherwise dispose of, or substitution forlease, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) utilize the Collateral or and any part thereof; or (iii) Debtor's records concerning parts thereof in any manner authorized or permitted under the Collateral.
5.9 Secured Party or its agents may inspect Uniform Commercial Code after default by a debtor. Without limiting the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles andforegoing, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right upon any such public sale or sales, and, to make extracts therefrom the extent permitted by law, upon any such private sale and sales, to purchase the whole or copies thereofany part of the Collateral so sold, free of any right or equity of redemption in Debtor, whether on Land or elsewhere. Upon request Debtor further agrees to allow Secured Party to use or occupy the Mortgaged Property, without charge, for the purpose of perfecting any of Secured Party from time to time, Debtor shall submit up-to-date schedules Party's remedies in respect of the items comprising Collateral. The net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all actual expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in such detail as Secured Party may require and shall deliver any way relating to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, including all attorneys' charges, disbursements and reasonable fees, shall be received by Secured Party and credited against the Collateral against payment in whole or in part of the indebtedness secured hereby. To the extent permitted by applicable law, Debtor waives all claims claims, damages, and demands against Secured Party arising out of other partiesthe repossession, including without limitation defensesretention or sale of the Collateral, setoffsexcept for claims, claims damages and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in demands due to the opinion gross negligence or willful misconduct of Secured Party might prejudice(including its agents, imperil or otherwise affect the Collateral or the Security Interestemployees and contractors) in dealing with such Collateral. Debtor shall promptly notify Mortgagor agrees that Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part need not give more than ten (10) days' notice of the Collateral time and place or any public sale or of any threatened or filed claims or proceedings the time at which a private sale will take place and that might in any way affect or impair the terms such notice is reasonable notification of this Agreementsuch matters.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lien. 3.2.2 Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by hereby authorizes Secured Party to establish, maintain file financing and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time continuation statements with respect to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting without the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control signature of Debtor for such purposes.
5.13 All rightswhenever lawful, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit Debtor irrevocably constitutes and protection appoints each of Secured Party, and each of the officers of Secured Party, as Debtor's attorney-in-fact coupled with an interest for such purpose; and Debtor agrees to execute such financing and continuation statements as Secured Party may exercise reasonably request.
3.2.3 Debtor hereby represents and warrants that no financing statement (other than financing statements which will be terminated promptly following the date hereof and financing statements showing Secured Party as the sole secured party, or with respect to liens or encumbrances, if any, expressly permitted by this Second Mortgage covering any such right, power of the Collateral or remedy any proceeds thereof) is on file in any public office except pursuant hereto; and Debtor will at its option own cost and in its sole and absolute discretion without any obligation expense, upon demand, furnish to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, such further information and will execute and deliver to Secured Party such financing statements and other documents in form reasonably satisfactory to Secured Party and will do all such acts as Secured Party may elect at any alternative time or combination from time to time reasonably request or as may be necessary or reasonably appropriate to establish and maintain a perfected security interest in the Collateral as security for the Secured Obligations, subject to no other liens or encumbrances, other than liens or encumbrances benefiting Secured Party and no other party and to liens and encumbrances (if any) expressly permitted by this Second Mortgage or the Second Loan Agreement; and Debtor will pay the actual expense of alternatives at its option filing or recording such financing statements or other documents, and this instrument, in its sole and absolute discretion. All monies advanced all public offices wherever filing or recording is reasonably deemed by Secured Party to be desirable.
3.2.4 To the extent permitted by applicable law, the security interest created hereby is specifically intended to cover all rents, royalties, issues and profits, and all inventory accounts, accounts receivable and other revenues of the Mortgaged Property.
3.2.5 Certain of the Collateral is or will become "fixtures" (as that term is defined in the Uniform Commercial Code) on the Land and Improvements, and this Mortgage upon being filed for record in the Middlesex South District Registry of Deeds shall operate also as a financing statement and fixture filing upon such of the Collateral which is or may become fixtures.
3.2.6 Any copy of this Second Mortgage which is signed by Debtor or any carbon, photographic or other reproduction of this Second Mortgage may also serve as a financing statement under the terms hereof and all amounts paidUniform Commercial Code by Debtor, suffered or incurred by whose address is set forth hereinabove, in favor of Secured Party in exercising any authority granted hereinParty, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demandwhose address is set out hereinabove.
Appears in 1 contract
Sources: Leasehold Mortgage and Security Agreement (Sepracor Inc /De/)
COVENANTS OF DEBTOR. 5.1 Debtor represents, warrants and covenants to Secured Party, as follows:
a. Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party maintain complete and shall keep accurate books and records with respect to the Collateral free at its principal place of all security interests or other encumbrances except the Security Interest, the security interests described business in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in a form and amount substance satisfactory to Secured Party. Secured Party shall at all times be afforded access to Debtor's books and records and may inspect, audit and make copies of any and all part of such books and records and any data relating to the Collateral, and Secured Party shall have free access to and the right to obtain and copy any computer information held by Debtor or third parties pertaining to the Collateral. At Secured Party's request Debtor shall provide to Secured Party balance sheets, earnings statements and other financial data reasonably requested by Secured Party.
b. Debtor shall pay and perform all obligations when due, including without limitation, all obligations under this Agreement.
c. Debtor shall appear in and defend any and all lawsuits and proceedings of any type which, in Secured Party's opinion, may affect the Collateral. Debtor shall pay all costs and expenses, including reasonable attorneys' fees in appearing and defending such lawsuits and proceedings.
d. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming any and all instruments and other documents as Secured Party as a loss payee.
5.4 Debtor shall pay when due may request relating to all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 e. Debtor shall keep make any and all titled vehicles properly registered notations in Debtor's books and licensed, shall provide records requested by Secured Party with relating to all or any part of the license numbers of Collateral.
f. Debtor shall execute any and all titled vehiclesdocuments and instruments, including any specified by Secured Party, to evidence, effectuate, perfect, maintain, preserve and protect Secured Party's security interest in the Collateral.
g. Debtor shall cause the Security Interest to be shown post such notices as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereofmay designate upon the Collateral or in or about the areas where the Collateral may be located.
5.7 Debtor, upon demand, h. Debtor shall promptly deliver affix to all items of tangible Collateral such plate or sticker as Secured Party all instrumentsmay, documents and chattel paper included in the Collateral and all invoicesat any time, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. designate.
i. Debtor shall notify Secured Party immediately of any default by theft, loss, destruction of, or damage to any Obligor or all of the Collateral and shall immediately notify Secured Party of any condition or event which may tend to impair the value of any or all of the Collateral.
j. Debtor shall promptly pay any and all expenses incurred in the payment purchase, delivery, repair or performance use of its obligations the Collateral.
k. Debtor shall segregate all cash or other liquid proceeds of any portion of the Collateral in a separate and segregated account in a bank or other financial institution approved by Secured Party. Debtor shall, and Secured Party may, notify such bank or financial institution with respect to whom such deposit account is maintained that such deposit account is pledged as Collateral security under the terms of this Agreement.
l. Debtor shall give Secured Party prompt notice of all claims, actions and proceedings instituted or threatened against Debtor or affecting all or any part of the Collateral. Debtor, without .
m. Without Secured Party's prior written consent, Debtor shall not make or agree to make any alterationsell, modification or cancellation oftransfer, or substitution forpledge, or credithypothecate, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil lease or otherwise affect the Collateral dispose of or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint abandon all or other seizure by legal process or otherwise of any part of the Collateral, other than inventory in the ordinary course of business.
n. Debtor shall at all times provide and maintain at Debtors cost, insurance coverage of the Collateral against loss or damage by fire, earthquake and other risks normally covered by extended insurance coverage, including without limitation, theft, burglary and other risks customarily insured against by companies engaged in businesses similar to that of Debtor. Each policy shall be in an amount, and upon such terms and conditions and with such company as is reasonably satisfactory to Secured Party. Such insurance coverage shall be payable to both Secured Party and Debtor as their interests may appear.
o. Debtor shall not undertake any threatened or filed claims or proceedings that might in any way affect or impair acts which will modify the terms of any of the accounts, instruments or general intangibles which constitute a part of the Collateral without the prior written consent of Secured Party.
p. Debtor assumes all risk and liability arising from the use and operation of the Collateral, either by negligence or otherwise, and hereby indemnifies and holds Secured Party harmless from and against any and all claims, costs, damages, losses, and expenses, including but not limited to, attorneys' fees, arising out of or related to the Collateral, any loss or damage of any kind to any person or property caused by the Collateral, or its use and operation, or Debtor's performance under this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lien. q. Debtor shall act and perform as necessary and shall execute and file hold all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all proceeds of the Collateral free from in trust for Secured Party and shall not commingle such proceeds with any other security interestsproperty.
r. Debtor shall comply with all statutes, encumbrances or claims excepting the security interests described in Schedule 4.1, regulations and ordinances pertaining to keep the Collateral in good condition and repair, to procure the conduct of Debtor's activities and maintain insurance thereon, business; and if any suit or to perform otherwise as required herein, proceeding is initiated by or against Secured Party may advance the monies necessary to pay the samein connection with this Agreement, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control Debtor shall make all of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise Debtor's personnel available to Secured Party, are for the sole benefit Party and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and shall in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by ways cooperate with Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any defense or prosecution of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demandsuch suit or proceeding.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted hereinin the Credit Agreement) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured PartyParty as required in the Credit Agreement. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the CollateralCollateral as required in the Credit Agreement.
5.5 Debtor shall prevent any portion of the Collateral that is not a fixture from being or becoming a fixture and shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 If the Collateral includes motor vehicles, Debtor shall not remove or permit such motor vehicles to be removed from the State of Arizona without the prior written consent of Secured Party, shall keep all titled vehicles properly registered with and licensedlicensed by the State of Arizona, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) Permitted Encumbrances and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items reasonably related to the Collateral as may be necessary to perfect the Security Interest in the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the CollateralCollateral or (iv) the State of Debtor's organization.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark ▇▇▇▇ its records and the Collateral to indicate the Security I▇▇▇▇estInterest. Secured Party shall have free and complete access to Debtor's records upon reasonable request and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all reasonable claims and charges that in the opinion of Secured Party might materially prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any material levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed material claims or proceedings that might in any way materially affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lienany Permitted Liens. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents reasonably requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, reasonably deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1claims, except any Permitted Liens to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
5.14 Debtor will not sign or authorize the signing on its behalf or the filing of any financing statement naming it as debtor covering all or any portion of the Collateral except as permitted by the Credit Agreement.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the Permitted LiensSecurity Interests. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver the Certificates of Title, or lien filing receipts receipts, as applicable, to Secured Party as evidence thereof.
5.7 Debtor shall immediately deliver to Secured Party all instruments, documents, chattel paper and certificated securities (together with stock powers satisfactory to Secured Party, executed in blank) that are at any time included in the Collateral and that are not then held by LaSalle, Imperial or Cruttenden in connection with the Permitted Security Interests. Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle LienPermitted Security Interests. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting except the security interests described in Schedule 4.1Permitted Security Interests, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 1 contract
COVENANTS OF DEBTOR. 5.1 The Debtor covenants and agrees as follows:
a. The Debtor shall keep all Collateral at the Debtor's Hollywood, Maryland place of business and shall notify the Secured Party if it changes its principal place of business as set out on the first page of this Agreement. The Debtor shall make available to the Secured Party upon reasonable request all books and records relating to the Collateral.
b. The Debtor shall use the Equipment solely in the conduct of its business and in a careful and proper manner, and shall not sell, transfer, assign or otherwise dispose change the principal base of operations of any Collateral or any interest therein (except as permitted herein) item of the Equipment without obtaining the prior written consent of the Secured Party and Party. The Debtor shall keep the Collateral free Equipment in the State of all security interests or other encumbrances except Maryland.
c. The Debtor shall store the Security InterestInventory in a careful, secure and proper manner at 44150 Airport View Drive, Hollywood, St. Mary's County, Maryland; and shall not change the security interests described in Schedule 4.1 and location of any item of the Permitted Liens. Although proceeds Inventory without the prior written consent of Collateral are covered by this Agreementthe Secured Party, this which shall not be construed to mean that unreasonably withheld.
d. The Debtor shall maintain the Collateral free from all claims, liens, encumbrances and legal processes and shall notify the Secured Party consents within two (2) business days after receipt of notice of any lien, attachment or judicial proceeding affecting the Collateral in whole or in part, provided if Debtor moves expeditiously and in good faith to any sale remove such claim, lien, encumbrance or legal process and the Collateral is not in imminent danger of being realized upon, then Debtor's failure to observe this provision shall not constitute a Default hereunder.
e. The Debtor shall pay all taxes and fees relating to the ownership of the Collateral.
5.2 Debtor Equipment and the Inventory (provided, however, that Debtor's failure to pay all such taxes and fees shall not constitute a Default so long as Secured Party's first priority security interest in the Collateral is not affected or impaired or in imminent threat of being affected or impaired) and shall keep and maintain the Collateral Equipment and the Inventory, or cause the Equipment and the Inventory to be kept and maintained, in good condition and repair condition, and shall not use provide all maintenance and service and make all repairs necessary for such purpose.
f. At its own expense, the Debtor shall obtain, within 45 days after the date of this Agreement, and maintain industry standard "all-risk" insurance covering the Equipment and Inventory. The Debtor shall pay the premiums for all insurance and deliver to the Secured Party the policies of insurance or duplicates thereof, or other evidence satisfactory to the Secured Party of such insurance coverage.
g. The Debtor shall promptly execute and deliver any Uniform Commercial Code Financing Statement or other document reasonably required, or procure any document reasonably required (including Uniform Commercial Code Financing Statement termination statements, as necessary), and pay all costs to record such documents and otherwise, and pay any recordation tax or recording fee, to perfect and maintain perfected the security interest, and the first priority of the security interest, granted under this Agreement. If the Collateral is of a type as to which it is necessary or desirable for the Secured Party to take possession of the Collateral in violation of any provision of this Agreement order to perfect, or any applicable statutemaintain the priority of, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At 's security interest then upon the Secured Party's request, the Debtor shall deliver such Collateral to the Secured Party the original policies Party. A carbon, photographic, photocopy or other reproduction of insurance containing endorsements naming Secured Party a security agreement or financing statement shall be sufficient as a loss payeefinancing statement.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 h. The Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in request of the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and provide the Collateral to indicate the Security I▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lien. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish with: (i) written statements or schedules identifying and determine describing the validity Collateral, and all additions, substitutions, and replacements thereof, in such detail as the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance require; (ii) copies of customers' invoices or billing statements; (iii) evidence of shipment or delivery of goods or merchandise to or performance of services for customers; and (iv) such other schedules and information as the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized reasonably may require. The items to enter upon be provided under this Section shall be in form satisfactory to the Secured Party and are to be executed and delivered to the Secured Party from time to time solely for the Secured Party's convenience in maintaining Records of the Debtor's Collateral. The Debtor's failure to give any property of such items to the Secured Party shall not affect, terminate, modify or otherwise limit the Secured Party's security interest in the possession or control of Debtor for such purposesCollateral.
5.13 All rights, powers and remedies granted i. The Secured Party herein, or otherwise available shall have the right to call at the Debtor's places of business at intervals to be reasonably determined by the Secured Party, are for before or after a Default and without hindrance or delay to audit, inspect, verify, check and make extracts or photocopies from the sole benefit Records of the Debtor and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added other data relating to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demandCollateral.
Appears in 1 contract
Sources: Assignment and Security Agreement (High Speed Access Corp)
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral.
5.5 Debtor shall prevent any portion of the Collateral that is not a fixture from being or becoming a fixture and shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 If the Collateral includes motor vehicles, Debtor shall not remove or permit such motor vehicles to be removed from the State of Arizona without the prior written consent of Secured Party, shall keep all titled vehicles properly registered with and licensedlicensed by the State of Arizona, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office (or residence if Debtor is an individual without an office); (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the Collateral.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its ▇▇▇ records and the Collateral to indicate the Security I▇▇▇▇estInterest. Secured Party shall have free and complete access to Debtor's records and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the opinion of Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed claims or proceedings that might in any way affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle LienCollateral. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1claims, to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
Appears in 1 contract
Sources: Credit Agreement (Schuff Steel Co)
COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted hereinin the Credit Agreement) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 Interest and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral.
5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral.
5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured PartyParty as required in the Credit Agreement. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee.
5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the CollateralCollateral as required in the Credit Agreement.
5.5 Debtor shall prevent any portion of the Collateral that is not a fixture from being or becoming a fixture and shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral.
5.6 If the Collateral includes motor vehicles, Debtor shall not remove or permit such motor vehicles to be removed from the State of Arizona without the prior written consent of Secured Party, shall keep all titled vehicles properly registered with and licensedlicensed by the State of Arizona, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid first lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) Permitted Encumbrances and shall deliver lien filing receipts to Secured Party as evidence thereof.
5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items reasonably related to the Collateral as may be necessary to perfect the Security Interest in the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral.
5.8 Debtor shall give Secured Party immediate written notice of any change in the location of: (i) Debtor's chief executive office; (ii) the Collateral or any part thereof; or (iii) Debtor's records concerning the CollateralCollateral or (iv) the State of Debtor's organization.
5.9 Secured Party or its agents may inspect the Collateral at reasonable times and may enter into any premises where the Collateral is or may be located. Debtor shall keep records concerning the Collateral in accordance with generally accepted accounting principles and, unless waived in writing by Secured Party, shall mark its records and the Collateral to indicate the Security IInte▇▇▇▇est. Secured Party shall have free and complete access to Debtor's records upon reasonable request and shall have the right to make extracts therefrom or copies thereof. Upon request of Secured Party from time to time, Debtor shall submit up-to-date schedules of the items comprising the Collateral in such detail as Secured Party may require and shall deliver to Secured Party confirming specific assignments of all accounts, instruments, documents and chattel paper included in the Collateral.
5.10 Debtor, at its cost and expense, shall protect and defend this Agreement, all of the rights of Secured Party hereunder, and the Collateral against all claims and demands of other parties, including without limitation defenses, setoffs, claims and counterclaims asserted by any Obligor against Debtor and/or Secured Party. Debtor shall pay all reasonable claims and charges that in the opinion of Secured Party might materially prejudice, imperil or otherwise affect the Collateral or the Security Interest. Debtor shall promptly notify Secured Party of any material levy, distraint or other seizure by legal process or otherwise of any part of the Collateral and of any threatened or filed material claims or proceedings that might in any way materially affect or impair the terms of this Agreement.
5.11 The Security Interest, at all times, shall be perfected and shall be prior to any other interests in the Collateral except for the LaSalle Lienany Permitted Liens. Debtor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents reasonably requested by Secured Party to establish, maintain and continue the perfected Security Interest. Debtor, on demand, shall promptly pay all costs and expenses of filing and recording, including the costs of any searches, reasonably deemed necessary by Secured Party from time to time to establish and determine the validity and the continuing priority of the Security Interest.
5.12 If Debtor shall fail to pay any taxes, assessments, expenses or charges, to keep all of the Collateral free from other security interests, encumbrances or claims excepting the security interests described in Schedule 4.1claims, except any Permitted Liens to keep the Collateral in good condition and repair, to procure and maintain insurance thereon, or to perform otherwise as required herein, Secured Party may advance the monies necessary to pay the same, to accomplish such repairs, to procure and maintain such insurance or to so perform; Secured Party is hereby authorized to enter upon any property in the possession or control of Debtor for such purposes.
5.13 All rights, powers and remedies granted Secured Party herein, or otherwise available to Secured Party, are for the sole benefit and protection of Secured Party, and Secured Party may exercise any such right, power or remedy at its option and in its sole and absolute discretion without any obligation to do so. In addition, if under the terms hereof, Secured Party is given two or more alternative courses of action, Secured Party may elect any alternative or combination of alternatives at its option and in its sole and absolute discretion. All monies advanced by Secured Party under the terms hereof and all amounts paid, suffered or incurred by Secured Party in exercising any authority granted herein, including reasonable attorneys' fees, shall be added to the Obligation, shall be secured by the Security Interest, shall bear interest at the highest rate payable on any of the Obligation until paid, and shall be due and payable by Debtor to Secured Party immediately without demand.
5.14 Debtor will not sign or authorize the signing on its behalf or the filing of any financing statement naming it as debtor covering all or any portion of the Collateral except as permitted by the Credit Agreement.
Appears in 1 contract