Concerning the Collateral. Upon execution and delivery of the Security Agreement by the Company and the Collateral Agent and completion of the filings referred to in Schedule I to the Pledge and Security Agreement and Exhibit C to the Patent and Trademark Security Agreement, the Collateral Agent will have a first priority perfected security interest in the Collateral for the ratable benefit of the holders of the Note and the Other Notes.
Concerning the Collateral. Debtor (a) shall fully perform all of its duties under and in connection with each transaction to which any Collateral relates, (b) shall promptly notify Secured Party about any change in any fact or circumstances represented or warranted by Debtor about any Collateral, (c) shall promptly notify Secured Party of any claim, action, or proceeding affecting title to any Collateral or the Security Interest and, at Secured Party's request and Debtor's expense, appear in and defend that action or proceeding, (d) shall hold in trust for Secured Party for the benefit of Lenders all Collateral not delivered to Secured Party (without excusing any failure to deliver Collateral Documents to Secured Party as required by this agreement) and xxxx that Collateral on Debtor's records that it is subject to the Security Interest (but the failure to do so does not impair the Security Interest or its priority), (e) other than collections under Section 4.3 below, Debtor shall pay and deliver to Secured Party all items and types of property into which any Collateral may be converted (all of which is subject to the Security Interest) and properly endorse, assign, or take such other action as Secured Party may request in order to maintain and continue the Security Interest in that property, (f) shall not, except in the ordinary course of business, compromise, extend, release, or adjust payments on any Collateral, accept a conveyance of mortgaged or leased property in full or partial satisfaction of any Collateral, or release any mortgage, deed of trust, trust deed, security agreement, or lease securing or underlying any Collateral, and (g) shall not agree to the amendment, termination, or substitution of a Take-Out Commitment, if any, covered by the Security Interest if that amendment, termination, or substitution would be a Material-Adverse Event.
Concerning the Collateral. The Mortgaged Properties are described in and covered by the Reserve Reports that have previously been delivered to and relied upon by Agent and Lenders in connection with this Agreement, and the Loan Parties own at least the decimal percentage Mineral Interest in such properties as specified in such engineering reports.
Concerning the Collateral. (i) On each Funding Date, Collateral Agent shall have received (or shall hold from prior closings) a broker's report and current insurance certificate confirming the insurance coverages on the Collateral which are required by the terms of the Collateral Documents.
Concerning the Collateral. 50 SECTION 4.14 REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL AGENT........ 51
Concerning the Collateral. (a) The Agent, the Issuing Bank and each of the Lenders authorizes and directs the Agent to enter into the Security Documents for its benefit and the benefit of the Lenders and the Issuing Bank and to perform all obligations of the Agent thereunder, including (without limitation) obligations to release Collateral. Each holder of any Obligations agrees that any action taken by the Required Lenders (or, where required by the express terms of this Agreement, a greater or lesser proportion of the Lenders) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders (or, where so required, such greater or lesser proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the holders of Obligations.
Concerning the Collateral. Notwithstanding the execution and delivery of this Agreement and completion of the transactions contemplated hereby, the Collateral Agent will continue to have a first priority perfected security interest in the Collateral for the ratable benefit of the holders of the Amended Note and the Other Amended Note.
Concerning the Collateral. The Company represents, warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Loan and made as of the time of each and every Revolving Loan hereunder) and covenants as follows:
Concerning the Collateral. (a) Each Lender and each Issuer agrees that any action taken by the Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, Issuers and other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection herewith, (ii) act as collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by this Agreement and all other purposes stated herein, provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to the Borrowers' and its Subsidiaries' respective Deposit Accounts maintained with, and cash and Cash Equivalents held by, such Lender or such Issuer, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by this Agreement, and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise.
Concerning the Collateral. All Collateral (a) is genuine and in all respects what it purports to be, (b) is the legal, valid, and binding obligation of each Obligor (EXCEPT as enforceability may be limited by Debtor Laws), (c) is free from any claim for credit, deduction, or allowance of any Obligor and free from any defense, dispute, setoff, or counterclaim (other for payments made in respect of it), (c) if a Mortgage Loan, was originated and is in compliance with all Governmental Requirements (including, without limitation, all usury Governmental Requirements, the REAL ESTATE SETTLEMENT PROCEDURES ACT OF 1974, the EQUAL CREDIT OPPORTUNITY ACT, the FEDERAL TRUTH IN LENDING ACT, REGULATION Z promulgated by the Board of Governors of the Federal Reserve System, and all applicable federal and state consumer protection Governmental Requirements, (d) if a Mortgage Security, is duly authorized and validly issued, the transfer of which is not subject to any restrictions other than under the Credit Documents, (e) if a Take-Out Commitment or other contract, is in full force and effect without any material default having occurred by any party to it, and (f) conforms to the applicable requirements of eligibility under SCHEDULE 4.1 to the Credit Agreement.
