Grantor’s Covenants. In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral owned by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including, without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) The Inventory produced or distributed by such Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act. (d) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (e) Such Grantor will take all reasonable steps to preserve and protect the Collateral owned by it except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (f) Such Grantor will maintain all insurance coverage required pursuant to the terms of the Purchase Agreement. (g) Such Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoever which could reasonably be expected to have a Material Adverse Effect. (h) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 3-E, except upon not less than 30 days prior written notice to the Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Agent's security interest hereunder. (i) Such Grantor shall cause all of its equipment constituting Collateral owned by it to be operated in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed. (j) Such Grantor shall, promptly, upon the release of all Liens related to the NAS Agreement, take all actions necessary, including, without limitation, the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral. (k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets. (l) Such Grantor shall maintain in all material respects, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by it. (m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Agent. (n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇ to the Deposit Account held at Fleet Bank bearing account number 9407715973.
Appears in 2 contracts
Sources: Agency, Guaranty and Security Agreement (DSL Net Inc), Agency, Guaranty and Security Agreement (DSL Net Inc)
Grantor’s Covenants. In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor hereby covenants and agrees to and with Grantee as follows:
(a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount notify Grantee in writing (but without any right of approval or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided denial on the books part of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect.Grantee) of any termination, substitution or material modification of any Leases involving 10,000 or more Koge▇ ▇▇▇ Square Feet (as defined in the Loan Agreement);
(b) The Collateral owned Grantor hereby acknowledges that any and all Rents collected or received by it Grantor after the occurrence of an Event of Default will not be used the property of Grantee, which if received and collected by Grantor, will be considered received and collected on Grantee's behalf and as Grantee's agent, and will be held by Grantor in violation trust for the benefit of any material lawGrantee, regulation or ordinance or any applicable laws (including, without limitation, and Grantor will deliver all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required such sums to be carried in connection therewith.Grantee immediately upon Grantor's request therefor;
(c) The Inventory produced or distributed by such In accordance with sound business judgment, Grantor will use its reasonable best efforts, at its cost and expense, to observe, perform and discharge, or cause to be produced observed, performed and discharged, all of the obligations and undertakings of Grantor or its agents under the Leases, and will use its best efforts, in compliance accordance with all requirements sound business judgment, to enforce or secure, or cause to be enforced or secured, the performance of applicable laweach and every obligation and undertaking of the respective tenants under the Leases, includingand will appear in and defend, at its cost and expense, any action or proceeding arising under or in any manner connected with the Leases or the obligations and undertakings of any tenant thereunder. Grantor will not do or permit to be done anything to impair the security thereof, including without limitation the execution of any other assignment of Grantor's interest in the Leases or the Rents, without limitation, the Fair Labor Standards Act.Grantee's prior written consent;
(d) Such Grantor will keep authorizes and directs each and every present and future tenant under the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded)Leases to pay all Rent to Grantee upon receipt of written demand from Grantee to so pay the same, and upon paying the same, such tenants will be relieved from time all liability to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral Grantor for such Rent in all respects. To the extent not so provided by applicable law, each Lease will provide that, in the event of enforcement by Grantee of the remedies provided for by law or by this assignment of Leases and Rents, the tenant thereunder will, upon request of any person succeeding to the interest of Grantor as a result of such ways as are considered customary practice enforcement, automatically become the tenant of said successor in interest, without change in the terms or other provisions of such Lease. Any such successor in interest will not be bound by owners any payment of like property.rent or additional rent made more than one (1) month in advance;
(e) Such This assignment of Leases and Rents will not obligate Grantee to take any action or to incur expenses or perform or discharge any obligation, duty or liability of Grantor under any Lease, or for the control, care, management, or repair of the Property; nor will it operate to make Grantee responsible or liable for any waste committed on the Property by the tenants or any other parties or for any dangerous or defective condition of the Property, or for any act or omission relating to the management, upkeep, repair, or control of the Property that results in loss or injury or death to any person. Grantee will not be liable for any loss sustained by Grantor resulting from Grantee's failure to lease the Property after default. Grantor will take and does hereby indemnify and agree to hold harmless Grantee from and against any and all liability, loss, cost, damage or expense which may be incurred under the Leases or by reason of this assignment of Leases and Rents and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in the Leases except to the extent the same is caused by the negligence of Grantee. Should Grantee incur any such liability under the Leases or by reason of this assignment of Leases and Rents or in defense of any such claims or demands, the amount thereof, including costs, expenses, and reasonable steps to preserve attorneys' and protect the Collateral owned by it except where paralegals' fees and costs, will be secured hereby and Grantor will reimburse Grantee therefor immediately upon demand and upon the failure of Grantor so to do so could not reasonably be expected do, Grantee may, at its option, declare all sums secured hereby immediately due and payable, or may charge the costs thereof to have a Material Adverse Effect.Grantor as an advance under the Notes; and
(f) Such Grantor This assignment of Leases and Rents is made without prejudice to any of the rights and remedies possessed by Grantee under the Loan Agreement, and the right of Grantee to exercise its remedies under this assignment of Leases and Rents may be exercised by Grantee either prior to, simultaneously with, or subsequent to any action taken by it under the Loan Agreement. Each and every right, remedy and power granted to Grantee by this assignment of Leases and Rents will maintain all insurance coverage required be cumulative and in addition to any other right, remedy and power given by the Loan Agreement now or hereafter existing in equity, at law or by virtue of statute or otherwise. Nothing contained in this assignment of Leases and Rents, and no act done or omitted by Grantee pursuant to the terms powers and rights granted it hereunder, nor the failure of Grantee to avail itself of any of the Purchase rights and remedies under this assignment of Leases and Rents, will be construed or deemed to be a waiver of any of Grantee's rights and remedies under this assignment of Leases and Rents, nor will such exercise or omission to exercise of the powers and rights granted Grantee hereunder be deemed to constitute a waiver of its rights and remedies under the Loan Agreement.
(g) Such Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoever which could reasonably be expected to have a Material Adverse Effect.
(h) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 3-E, except upon not less than 30 days prior written notice to the Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Agent's security interest hereunder.
(i) Such Grantor shall cause all of its equipment constituting Collateral owned by it to be operated in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed.
(j) Such Grantor shall, promptly, upon the release of all Liens related to the NAS Agreement, take all actions necessary, including, without limitation, the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral.
(k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets.
(l) Such Grantor shall maintain in all material respects, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by it.
(m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Agent.
(n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇ to the Deposit Account held at Fleet Bank bearing account number 9407715973.
Appears in 2 contracts
Sources: Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement (Koger Equity Inc), Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement (Koger Equity Inc)
Grantor’s Covenants. In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each The Grantor covenants and agrees as followsthat it shall:
(a) Such from time to time and at all reasonable times allow the Secured Party, by or through any of its officers, agents, attorneys, or accountants, to examine or inspect the Collateral, and obtain valuations and audits of the Collateral, at the Grantor's expense, wherever located. The Grantor will payshall do, prior obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Secured Party may require to delinquencyvest in and assure to the Secured Party its rights hereunder and in or to the Collateral, all taxesand the proceeds thereof, chargesincluding waivers from landlords, Liens warehousemen and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect.mortgagees;
(b) The keep the Collateral owned by it will not be used in violation good order and repair at all times and immediately notify the Secured Party of any event causing a material lawloss or decline in value of the Collateral, regulation whether or ordinance not covered by insurance, and the amount of such loss or any applicable laws (including, without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith.depreciation;
(c) The Inventory produced only use or distributed by such Grantor will permit the Collateral to be produced used in compliance accordance with all requirements of applicable lawfederal, includingstate, without limitation, the Fair Labor Standards Act.county and municipal laws and regulations; and,
(d) Such Grantor will keep the tangible have and maintain insurance at all times with respect to all Collateral owned by it in reasonably good repair, working order and operating condition against risks of fire (normal wear and tear excludedincluding so-called extended coverage), theft, sprinkler leakage, and from time to time make all necessary other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as the Secured Party may reasonably require, in such form, in the minimum amount of the outstanding principal of the Note and proper repairs, renewals, replacements, additions and improvements thereto and, written by such companies as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property.
(e) Such Grantor will take all reasonable steps to preserve and protect the Collateral owned by it except where the failure to do so could not may be reasonably be expected to have a Material Adverse Effect.
(f) Such Grantor will maintain all insurance coverage required pursuant satisfactory to the terms Secured Party. Each such casualty insurance policy shall contain a standard Lender's Loss Payable Clause issued in favor of the Purchase Agreement.
(g) Such Grantor will promptly notify the Agent in writing in the event of any material damage Secured Party under which all losses thereunder shall be paid to the Collateral from owned by it any source whatsoever which could reasonably Secured Party as the Secured Party's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be expected to have a Material Adverse Effect.
altered or canceled without at least thirty (h30) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 3-E, except upon not less than 30 days prior written notice to the Agent Secured Party and shall insure the Secured Party notwithstanding the act or neglect of the Grantor. Upon the Secured Party’s demand, the Grantor shall furnish the Secured Party with evidence of insurance as the Secured Party may require. In the event of failure to provide insurance as herein provided, the Secured Party may, at its option, obtain such Grantorinsurance and the Grantor shall pay to the Secured Party, on demand, the cost thereof. Proceeds of insurance may be applied by the Secured Party to reduce the Obligations or to repair or replace Collateral, all in the Secured Party's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Agent's security interest hereundersole discretion.
(ie) Such If any of the Collateral is, at any time, in the possession of a bailee, Grantor shall cause all of its equipment constituting Collateral owned promptly notify Secured Party thereof and, if requested by it to be operated in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expenseSecured Party, shall maintain promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to Secured Party, that the bailee holds such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only Collateral for the purposes for which it was designed.
(j) Such Grantor shall, promptly, benefit of Secured Party and shall act upon the release instructions of all Liens related to the NAS Agreement, take all actions necessary, includingSecured Party, without limitation, the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit further consent of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral.
(k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets.
(l) Such Grantor shall maintain in all material respects, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by it.
(m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Agent.
(n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇ to the Deposit Account held at Fleet Bank bearing account number 9407715973.
Appears in 2 contracts
Sources: Senior Secured Property Note (Avalanche International, Corp.), Senior Secured Property Note (Avalanche International, Corp.)
Grantor’s Covenants. In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as followswith respect to the Collateral that:
(a) Such Grantor It will pay, prior to delinquency, all taxes, charges, Liens and assessments against cause the security interest in the Collateral owned by itto remain a continuously perfected, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings first priority security interest free and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect.
(b) The Collateral owned by it will not be used in violation clear of any material law, regulation or ordinance or any applicable laws liens (including, without limitation, all applicable regulations, rules other than the Beneficiary’s lien hereunder and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith.
(c) The Inventory produced or distributed by such Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excludedPermitted Encumbrances), and from time to time make time, at its own expense, the Grantor will promptly execute and deliver all further instruments and documents and take all further action, that may be necessary or desirable, or that the Beneficiary may reasonably request, in order to perfect and proper repairsprotect any security interest granted or purported to be granted hereby or to enable the Beneficiary to otherwise enforce its rights and remedies hereunder with respect to the Collateral. Without limiting the generality of the foregoing or of Section 4.3 hereof, renewalsthe Grantor will: (i) execute and file such financing or continuation statements, replacementsor amendments thereto, additions and improvements thereto andsuch other collateral assignments, security agreements, instruments or notices, as appropriate may be necessary or desirable, or as the Beneficiary may reasonably request, in order to perfect and applicablepreserve the security interests granted or purported to be granted hereby, and (ii) defend the title to the Collateral and the Beneficiary’s lien thereon and security interest therein against the claim of any person, firm, corporation, or other entity claiming against or through Grantor and will otherwise deal maintain and preserve such lien and security interest so long as this Deed of Trust shall remain in effect;
(b) It authorizes the Beneficiary to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by applicable Laws; and
(c) It will furnish to the Beneficiary from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral in all such ways as are considered customary practice by owners of like property.
(e) Such Grantor will take all reasonable steps to preserve and protect the Collateral owned by it except where the failure to do so could not Beneficiary may reasonably be expected to have a Material Adverse Effect.
(f) Such Grantor will maintain all insurance coverage required pursuant to the terms of the Purchase Agreement.
(g) Such Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoever which could reasonably be expected to have a Material Adverse Effect.
(h) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 3-E, except upon not less than 30 days prior written notice to the Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Agent's security interest hereunder.
(i) Such Grantor shall cause all of its equipment constituting Collateral owned by it to be operated in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed.
(j) Such Grantor shall, promptly, upon the release of all Liens related to the NAS Agreement, take all actions necessary, including, without limitation, the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral.
(k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets.
(l) Such Grantor shall maintain in all material respectsrequest, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by itin reasonable detail.
(m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Agent.
(n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇ to the Deposit Account held at Fleet Bank bearing account number 9407715973.
Appears in 2 contracts
Sources: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)
Grantor’s Covenants. In addition to During the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as followsterm of this Security Agreement:
(a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against shall defend the Collateral owned and the Security Interests conveyed to the Security Agent by it, except those with respect this Security Agreement against all claims and demands of all persons (other than Permitted Security) at any time claiming any interest therein adverse to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse EffectSecurity Agent.
(b) The Whether the Collateral owned by it will is or is not be used in violation of any material law, regulation or ordinance or any applicable laws (including, without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith.
(c) The Inventory produced or distributed by such Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded)Security Agent’s possession, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property.
(e) Such Grantor will take all reasonable steps to preserve and protect the Collateral owned by it except where the failure without any obligation to do so could not and without waiving Grantor’s default for failure to make any such payment, the Security Agent at its option may, following notice to Grantor when it may reasonably do so without prejudice, pay any such costs and expenses and discharge encumbrances on the Collateral, and any payments of such costs and expenses and any payments to discharge such encumbrances shall be expected to have a Material Adverse Effect.
(f) Such Grantor will maintain all insurance coverage required pursuant to the terms part of the Purchase Agreement.
(g) Such Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoever which could reasonably be expected to have a Material Adverse Effect.
(h) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 3-E, except upon not less than 30 days prior written notice to the Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Agent's security interest hereunder.
(i) Such Grantor shall cause all of its equipment constituting Collateral owned by it to be operated in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policiesSecured Obligations. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed.
(j) Such Grantor shall, promptly, upon the release of all Liens related to the NAS Agreement, take all actions necessary, including, without limitation, the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral.
(k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets.
(l) Such Grantor shall maintain in all material respects, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by it.
(m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Agent.
(n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇ agrees to reimburse the Security Agent on demand for any payments of such costs and expenses and any payments to discharge such encumbrances.
(c) Grantor shall take such other actions as the Security Agent shall reasonably determine is necessary or appropriate to preserve, protect, perfect and duly record the Security created under this Security Agreement in the Collateral, including Collateral credited to any Collateral Account, including, without limitation, executing, delivering, filing and/or recording, in such locations and jurisdictions as the Security Agent specify, any financing statement, notice, instrument, document, agreement or other papers that may be necessary to create, preserve, protect or perfect the Security Interest granted pursuant hereto and the priority thereof or to enable the Security Agent to exercise and enforce its rights under this Security Agreement with respect to such Security Interest, including, without limitation, executing and delivering or causing the execution and delivery of a control agreement with respect to the Deposit Account held at Fleet Bank bearing account number 9407715973Collateral Accounts.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Borse Dubai LTD), Pledge and Security Agreement (Borse Dubai LTD)
Grantor’s Covenants. In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Each Grantor covenants and agrees as follows:
(a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against keep the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect.
(b) The Collateral owned by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including, without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith.
(c) The Inventory produced or distributed by such Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property.
(eb) Such Grantor will take all reasonable steps to preserve and protect not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral owned by it except where consisting of (i) the failure to do so could not reasonably be expected to have a Material Adverse Effectsale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business.
(fc) Such Grantor will maintain all insurance coverage required pursuant shall not create or permit to the terms exist any Lien upon or with respect to any of the Purchase Agreementits property, except for Permitted Liens.
(gd) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent.
(e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoever which could reasonably be expected to have a Material Adverse Effectwhatsoever.
(hf) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices business or any other office listed in Schedule 31-D, (iii) change its jurisdiction of incorporation or organization, A or (ivii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 31-EA, except except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder.
(ig) Such Grantor shall cause not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all of its equipment constituting Collateral owned by it to be operated in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such GrantorSection 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed.
(j) Such Grantor shall, promptly, upon the release of all Liens related to the NAS Agreement, take all actions necessary, including, including without limitation, the actions contemplated delivery of duly executed account control agreements by all necessary parties, in Section 8 hereof, to grant form and substance satisfactory to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral.
(k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets.
(l) Such Grantor shall maintain in all material respects, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by it.
(m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Collateral Agent.
(n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇ to the Deposit Account held at Fleet Bank bearing account number 9407715973.
Appears in 2 contracts
Sources: Security Agreement (Leviathan Minerals Group Inc.), Security Agreement (Leviathan Minerals Group Inc.)
Grantor’s Covenants. In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as followswith respect to the Leases that:
(a) Such Grantor It will pay, prior to delinquency, all taxes, charges, Liens perform and assessments against observe each of its material obligations under the Collateral owned by it, terms of the Leases now or hereafter in effect (except those with respect to which when the amount or validity of such obligations is being contested in good faith by appropriate proceedings faith) and use commercially reasonable efforts to cause the other parties thereto to comply with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect.their obligations thereunder;
(b) The Collateral owned It will, upon the reasonable written request by it will not be used Beneficiary, while this Assignment remains in violation force and effect, serve written notices of this Assignment upon any lessor or lessee, sublessee, licensee, or other occupant of any material lawportion of the Mortgaged Property or include among the written provisions of any instrument hereafter creating any such lease, regulation sublease, license, or ordinance right of occupancy specific reference to this Assignment, and make, execute and deliver all such powers of attorney or instrument of pledge or assignment, and such other instrument or documents as Beneficiary may reasonably request at any applicable laws (including, without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith.time for the purpose of securing its rights hereunder;
(c) The Inventory produced It will furnish to Beneficiary, promptly following demand, true copies of all Leases hereafter executed and true copies of each agreement or distributed letter effecting the renewal, amendment or modification of any Lease; and in each case after request by the Beneficiary, furnish to the Beneficiary promptly following receipt thereof copies of all notices, requests and other documents received by the Grantor under or pursuant to the Leases during the term of each of the Leases and from time to time (A) furnish to Beneficiary such information and reports regarding the Leases as the Beneficiary may reasonably request, and (B) promptly following request of the Beneficiary make such demands and requests for information or action upon such person, firm, corporation, or other entity as the Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, is entitled to make under the Fair Labor Standards Act.Leases;
(d) Such Grantor It will keep cause the tangible Collateral owned by it security interest in reasonably good repairthe Personalty to remain a continuously perfected, working order first priority security interest free and operating condition clear of any liens (normal wear other than the Beneficiary's lien hereunder and tear excludedthe Permitted Encumbrances), and from time to time make time, at its own expense, the Grantor will promptly execute and deliver all further instruments and documents and take all further action, that may be necessary or desirable, or that the Beneficiary may reasonably request, in order to perfect and proper repairsprotect any security interest granted or purported to be granted hereby or to enable the Beneficiary to otherwise enforce its rights and remedies hereunder with respect to the Personalty. Without limiting the generality of the foregoing or of Section 4.3 hereof, renewalsthe Grantor will: (i) at the request of the Beneficiary, replacementsmark conspicuously any item of chattel paper relating to or evidencing the Personalty with a legend, additions in form and improvements thereto andsubstance satisfactory to the Beneficiary, indicating that the Personalty is subject to the security interest granted hereby, (ii) execute and file such financing or continuation statements, or amendments thereto, and such other collateral assignments, security agreements, instruments or notices, as appropriate may be necessary or desirable, or as the Beneficiary may reasonably request, in order to perfect and applicablepreserve the security interests granted or purported to be granted hereby, and (iii) defend the title to the Personalty and the Beneficiary's lien thereon and security interest therein against the claim of any person, firm, corporation, or other entity claiming against or through Grantor and will otherwise deal with the Collateral maintain and preserve such lien and security interest so long as this Mortgage shall remain in all such ways as are considered customary practice by owners of like property.effect;
(e) Such It authorizes the Beneficiary to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Personalty without the signature of the Grantor will take all reasonable steps to preserve and protect the Collateral owned where permitted by it except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.law; and
(f) Such Grantor It will maintain all insurance coverage required pursuant furnish to the terms of Beneficiary from time to time statements and schedules further identifying and describing the Purchase Agreement.
(g) Such Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoever which could reasonably be expected to have a Material Adverse Effect.
(h) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 3-E, except upon not less than 30 days prior written notice to the Agent Personalty and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Agent's security interest hereunder.
(i) Such Grantor shall cause all of its equipment constituting Collateral owned by it to be operated in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished other reports in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for Personalty as the purposes for which it was designed.
(j) Such Grantor shall, promptly, upon the release of all Liens related to the NAS Agreement, take all actions necessary, including, without limitation, the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral.
(k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets.
(l) Such Grantor shall maintain in all material respectsBeneficiary may reasonably request, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by itin reasonable detail.
(m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Agent.
(n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇ to the Deposit Account held at Fleet Bank bearing account number 9407715973.
Appears in 1 contract
Grantor’s Covenants. In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees with Grantee as follows:
2.1 Grantor holds good and indefeasible leasehold interest in the Site pursuant to the Site Lease and Easement and good and marketable title in fee simple in those portions of the Premises not constituting the Site, free from encumbrances, except for Permitted Liens and Permitted Exceptions, and has the right and power to, and may lawfully, mortgage the same, and Grantor shall and will warrant and defend the same to Grantee forever against the claims and demands of all persons, except as aforesaid. Grantor hereby agrees to execute and deliver, upon request of Grantee, such supplemental mortgages and security agreements (each a "Mortgage Supplement") as are necessary, in the sole discretion of Grantee, to make subject to the lien of this Mortgage Grantor's interest in such real and personal property, and interests therein, as shall be hereafter acquired by Grantor, with respect to the Premises. Such Mortgage Supplements shall be executed and delivered to Grantee, its successors and assigns, contemporaneously with or within ten (10) days after such request. Grantor does hereby irrevocably constitute and appoint Grantee as its true and lawful attorney-in-fact with full and irrevocable power and authority, coupled with an interest, in the place and stead of Grantor and in the name of Grantor for the purpose of executing such Mortgage Supplements and any and all additional instruments which Grantee, in its sole discretion, deems necessary to secure Grantee's right hereunder, in the event Grantor does not execute such Mortgage Supplements in a timely manner.
2.2 Grantor shall pay all sums secured hereby when due and shall perform all its obligations, covenants, agreements, terms, conditions and warranties contained herein or otherwise constituting Obligations.
2.3 Except as permitted pursuant to Sections 8.3 and 9.2 of the Loan Agreement, Grantor shall pay, when due, all taxes and assessments of every type or nature levied or assessed against the Premises and any claim, lien or encumbrance against the Premises which may be or become prior to this Mortgage.
2.4 Grantor shall keep the Premises insured as provided in the Loan Agreement and the Site Lease.
2.5 Grantor (a) Such shall not remove, erect or demolish any building, structure or improvement now or hereafter erected upon the Premises or alter the design or structural character thereof and shall not remove, demolish or damage any of the Security hereunder, unless in compliance with the Loan Agreement or unless the Grantee shall first consent thereto in writing; (b) shall maintain the Premises in such good condition and repair as is necessary for the Facility to operate efficiently in accordance with the Performance Adequacy (as defined in the Loan Agreement), or to meet any applicable requirements of insurance policies and accepted industry standards for similar properties, provided, however, that Grantor will payis not hereby required to make any replacement, prior to delinquencyrepair, betterment, renewal or addition not required by the Loan Agreement; (c) shall not commit or suffer waste thereof; and (d) shall comply with all taxeslaws, chargesordinances, Liens regulations, covenants, conditions and assessments against restrictions affecting the Collateral owned by itPremises including without limitation of the generality of the foregoing, except those any requirements of the New Jersey Department of Environmental Protection or other agency of federal, state or local government with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided environmental conditions on the books of such Premises, and will not permit any violation thereof, to the extent necessary to permit Grantor and except those which could not reasonably be expected to have a Material Adverse Effectcontinue to operate the Project in the manner contemplated by the Loan Agreement.
2.6 Anything herein to the contrary notwithstanding, Grantor shall remain liable under each contract, agreement or instrument included in the Security (beach of which is herein referred to as an "Assigned Agreement") The Collateral owned to observe and perform all the conditions and obligations to be observed and performed by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including, without limitationthereunder, all applicable regulations, rules in accordance with and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith.
(c) The Inventory produced or distributed by such Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property.
(e) Such Grantor will take all reasonable steps to preserve and protect the Collateral owned by it except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(f) Such Grantor will maintain all insurance coverage required pursuant to the terms and provisions of each such Assigned Agreement. Grantee shall not have any obligation or liability under any Assigned Agreement by reason of or arising out of this Mortgage or the assignment to Grantee of any payment relating to any Assigned Agreement, nor shall Grantee be required or obligated in any manner (a) to perform or fulfill any of the Purchase obligations of Grantor under or pursuant to any Assigned Agreement; (b) to make any payment, or to make any inquiries as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Assigned Agreement; or (c) to present or file any claim, or to take any action, to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
(g) Such 2.7 At the request of Grantee, Grantor will promptly notify shall join with Grantee in executing one or more financing statements pursuant to the Agent Uniform Commercial Code now in writing effect in the event State of any material damage New Jersey, in form satisfactory to the Collateral from owned by it Grantee, and shall pay the cost of filing or recording same and of filing and recording this Mortgage in all public offices wherever filing or recording is deemed in the sole discretion of the Grantee to be necessary and desirable. In addition, Grantor irrevocably authorizes Grantee to file at any source whatsoever which could reasonably be expected to have a Material Adverse Effect.
(h) Such Grantor will not (i), except for equipment located at such time financing statements without Grantor's customer's premises in the ordinary course of businessexecution thereof, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 3-E, except upon not less than 30 days prior written notice to the Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Agentindicating Grantee's security interest hereunder.
(i) Such 2.8 At any time the then existing use or occupancy of the Premises shall, pursuant to any zoning or other law, ordinance or regulation, be permitted only so long as such use or occupancy shall continue, Grantor shall not cause all of its equipment constituting Collateral owned by it or permit such use or occupancy to be operated discontinued without the prior written consent of Grantee provided, however, that the foregoing shall not apply to any law, ordinance or regulation to the extent preempted by operation of the Federal Power Act.
2.9 Upon written request therefor by Grantee to Grantor, Grantor shall pay to Grantee on a monthly basis as hereafter set forth a sum equal to the municipal and other governmental real estate and personal property taxes and other assessments next due on the Premises described in accordance this Mortgage and all premiums next due for fire and other casualty insurance required of Grantor hereunder, less all sums already paid therefor, divided by the number of months to elapse not less than one (1) month prior to the date when said taxes and assessments will become delinquent and when such premiums will become due. Should there be insufficient funds so deposited with Grantee for,said taxes, assessments and premiums when due, Grantor shall upon demand by Grantee promptly pay to Grantee amounts necessary to make such payments in full; any applicable manufacturersurplus funds may be credited toward future such taxes, assessments and premiums; if Grantee shall have commenced foreclosure proceedings, Grantor agrees that Grantee may apply such funds toward the payment of the Obligations without causing thereby a waiver of any rights, statutory or otherwise, and specifically such application shall not constitute a waiver of any rights statutory or otherwise, of the right of foreclosure hereunder. Grantor hereby assigns to Grantee all the foregoing sums so held hereunder for such purpose. In the event Grantee requires Grantor to deposit funds with Grantee pursuant to this Section 2.9, Grantee shall use such funds to pay for all taxes, assessments and insurance relating to the Premises to the extent funds are available therefor.
2.10 Grantor shall submit to Grantee for Grantee's manuals examination and approval in writing prior to the execution, delivery and commencement thereof, all leases, tenancies and occupancies of the Premises and any part thereof; any such leases, tenancies and occupancies not so approved shall not be valid; and Grantor at its cost and expense, upon request of Grantee, shall cause any parties in possession of the Premises under any such leases, tenancies and occupancies not so approved to vacate the Premises immediately; and Grantor acknowledges that Grantee may from time to time at its option enter upon the Premises and take any other action in court or instructions otherwise to cause such parties to vacate the Premises; the costs and expenses of Grantee in so doing shall be paid by Grantor to Grantee on demand thereof and shall be part of the indebtedness secured by this Mortgage as costs and expenses incurred to preserve and protect the Security; such rights of Grantee shall be in addition to all its other rights as mortgagee, including the right of foreclosure, for breach by Grantor of the requirements of this Mortgage.
2.11 Except for Permitted Liens, and except as permitted by Section 9.9 of the Loan Agreement, without Grantee's prior written consent, neither Grantor nor any subsequent owner of the Premises shall assign, mortgage or otherwise transfer or encumber the Premises or any part thereof, nor shall the Premises or any part thereof pass from Grantor or from any subsequent owner therefrom, either voluntarily, involuntarily, by operation of law or otherwise. This condition shall continue until all the Obligations are satisfied. Permission given or election not to foreclose or accelerate said indebtedness by Grantee, its insurance policies. Such Grantorsuccessors or assigns, at its expenseas to any one such event, shall maintain not constitute a waiver of any rights of Grantee, its successors or assigns, as to any subsequent such equipment event as to which this condition shall remain in good conditionfull force and effect.
2.12 Except as expressly required under any of the Project Documents, reasonable wear Grantor shall not initiate, join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the uses which may be made of the Premises of any part thereof.
2.13 If an Event of Default shall have occurred and tear exceptedbe continuing (whether before or after the exercise by Grantee of its right to obtain possession of the Premises and to cause Grantor to surrender possession of the Premises to Grantee), and will comply with all lawsif Grantor shall refuse to vacate the Premises upon demand by Grantee, ordinances Grantor shall pay to the Grantee, in addition to the obligations, the fair and regulations to which reasonable rental value for the use and operation occupancy of the Premises and, upon default of any such equipment payment, shall vacate and surrender possession of the Premises to Grantee, or its agent, attorney-in-fact or receiver, and in default thereof may be evicted by any summary action or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged proceeding provided by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only law for the purposes recovery or possession of premises for which it was designednonpayment of rent.
(j) Such Grantor shall, promptly, upon the release of all Liens related to the NAS Agreement, take all actions necessary, including, without limitation, the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral.
(k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets.
(l) Such Grantor shall maintain in all material respects, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by it.
(m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Agent.
(n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇ to the Deposit Account held at Fleet Bank bearing account number 9407715973.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Cogen Technologies Inc)
Grantor’s Covenants. In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each The Grantor covenants and agrees as followsthat it shall:
(a) Such Grantor will payfrom time to time and at all reasonable times allow the Bank, with reasonable prior notice, by or through any of its officers, agents, attorneys, or accountants, to delinquencyexamine or inspect the Collateral, all taxesnotify, chargesat any time after the occurrence and during the continuance of an Event of Default, Liens account debtors of the Bank's security interest in accounts and assessments against obtain not more than once annually valuations and audits of the Collateral owned by itat the Grantor's expense. The Grantor shall do, except those obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Bank may reasonably require to vest in and assure to the Bank its rights hereunder and in or to the Collateral, and the proceeds thereof, including, but not limited to, waivers from landlords, warehousemen and mortgagees and the execution of appropriate Riders with respect to which patents and copyrights if the amount Grantor seeks to register its rights in any such patents or validity is being contested in good faith by appropriate proceedings copyrights with either the United States Patent and Trademark Office or with respect to which reserves in conformity with GAAP have been provided on the books United States Library of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect.Congress, as applicable;
(b) The keep the Collateral owned by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including, without limitation, good order and repair at all applicable regulations, rules times ordinary wear and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith.tear and obsolescence excepted;
(c) The Inventory produced only use or distributed by such Grantor will permit the Collateral to be produced used in compliance accordance with all requirements of applicable lawfederal, includingstate, without limitation, the Fair Labor Standards Act.county and municipal laws and regulations; and
(d) Such Grantor will keep the tangible have and maintain insurance at all times with respect to all Collateral owned by it in reasonably good repair, working order and operating condition against risks of fire (normal wear and tear excludedincluding so-called extended coverage), theft, sprinkler leakage, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as appropriate and applicable, will otherwise deal is customary with companies in the Collateral in same or similar businesses. The policies of all such ways as are considered customary practice by owners casualty insurance shall contain standard Lender's Loss Payable Clauses issued in favor of like property.
(e) Such Grantor will take the Bank under which all reasonable steps to preserve and protect the Collateral owned by it except where the failure to do so could not reasonably losses thereunder shall be expected to have a Material Adverse Effect.
(f) Such Grantor will maintain all insurance coverage required pursuant paid to the terms of Bank as the Purchase Agreement.
Bank's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (g30) Such Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoever which could reasonably be expected to have a Material Adverse Effect.
(h) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 3-E, except upon not less than 30 days prior written notice to the Agent Bank and such shall insure the Bank notwithstanding the act or neglect of the Grantor's prior compliance with all applicable requirements . Upon demand of Section 4 hereof necessary to perfect the Agent's security interest hereunder.
(i) Such Bank, the Grantor shall cause all furnish the Bank with duplicate original policies of its equipment constituting Collateral owned by it insurance or such other evidence of insurance as the Bank may require. In the event of failure to be operated in accordance with any applicable manufacturer's manuals or instructions and obtain insurance as herein provided, the requirements of its insurance policies. Such GrantorBank may, at its expenseoption, obtain such insurance and the Grantor shall maintain such equipment in good conditionpay to the Bank, reasonable wear and tear exceptedon demand, and will comply with all laws, ordinances and regulations to which the use and operation cost thereof. Proceeds of such equipment insurance may be applied by the Bank to reduce the Obligations or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed.
(j) Such Grantor shall, promptly, upon the release of all Liens related to the NAS Agreement, take all actions necessary, including, without limitation, the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted replace Collateral.
(k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets.
(l) Such Grantor shall maintain in all material respects, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by itin the Bank's sole discretion.
(m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Agent.
(n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇ to the Deposit Account held at Fleet Bank bearing account number 9407715973.
Appears in 1 contract
Sources: Security Agreement (Informax Inc)
Grantor’s Covenants. In addition The Grantor to the other covenants and agreements set forth herein and in intent that the other Operative Documents, each Grantor covenants and agrees as follows:
(a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books burden of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect.
(b) The Collateral owned by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including, without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith.
(c) The Inventory produced or distributed by such Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal this covenant may run with the Collateral in all such ways Protected Strip and so as are considered customary practice by owners of like property.
to bind (eso far as practicable) Such Grantor will take all reasonable steps the same into whosesoever hands the same may come and every part thereof and to preserve benefit and protect the Collateral owned by it except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(f) Such Grantor will maintain all insurance coverage required pursuant to the terms Apparatus and undertaking of the Purchase Agreement.
(g) Such Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoever which could reasonably be expected to have a Material Adverse Effect.
(h) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 3-E, except upon not less than 30 days prior written notice to the Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Agent's security interest hereunder.
(i) Such Grantor shall cause all of its equipment constituting Collateral owned by it to be operated in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed.
(j) Such Grantor shall, promptly, upon the release of all Liens related to the NAS Agreement, take all actions necessary, including, without limitation, the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral.
(k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets.
(l) Such Grantor shall maintain in all material respects, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by it.
(m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Agent.
(n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and each and every part thereof capable of being so benefited or protected but not so as to render the Grantor personally liable for any breach of covenant committed after the Grantor has parted with all interest in the land in respect of which such breach shall occur hereby covenants with ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to observe and perform the Deposit Account held following covenants:
2.1 Not to use or permit or knowingly suffer to be used the Protected Strip or any adjoining or adjacent land of the Grantor for any purpose that may:
2.1.1 endanger injure or damage the Apparatus or render access thereto more difficult or expensive
2.1.2 adversely affect the quality of water or other matter therein or the free flow and passage thereof or means of communication along or through the same
2.2 Without prejudice to the generality of the foregoing:
2.2.1 not to erect construct or place any building wall or other structure or erection or any work of any kind whether permanent or temporary Provided Always that this covenant shall not be deemed to prevent the erection of boundary or other fences which are of an easily removable character and which shall have previously been approved of in writing by ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
2.2.2 not to withdraw support from the Apparatus or from the Protected Strip
2.2.3 not to undertake or cause or permit to be undertaken any piling or percussive works within the Protected Strip
2.2.4 not to alter the ground levels within the Protected Strip
2.2.5 not to plant or cause or permit to be planted any trees or shrubs in the Protected Strip
2.2.6 not to construct or lay or cause or permit construction or laying of any street road pipe duct or cable across the Apparatus at Fleet Bank bearing account number 9407715973.an angle of less than forty five degrees formed by the Apparatus and the street road pipe duct or cable PROVIDED that this prohibition shall not apply to an existing street road pipe duct or cable
2.3 To advise any tenant for the time being of the Protected Strip of the existence of the Apparatus and of this deed and its contents insofar as the same relate to the tenant’s occupancy and enjoyment of the Protected Strip
2.4 Not to cover or obscure any manhole cover or chamber or other accessory which relates to the Apparatus within the Protected Strip
Appears in 1 contract
Sources: Deed of Grant