Intangible Collateral. The Intangible Collateral represents bona fide and existing indebtedness, obligations, liabilities, rights and privileges owed or belonging to Debtor to which, to the best of Debtor's knowledge, there is no valid defense, set-off or counterclaim against Debtor and in connection with which there is no default with respect to any payment or performance on the part of Debtor, or, to the best of Debtor's knowledge, of any other party which would have a Material Adverse Effect.
Intangible Collateral. With respect to the Accounts, Deposits and Investment Property (collectively, the "Intangible Collateral"):
Intangible Collateral. Intangible Collateral" shall mean the --------------------- following (other than any rights of the Debtor set forth in the below-described agreements to be defended, indemnified or held harmless or to receive any payments made or to be made pursuant to any obligation to such effect, all of the foregoing being collectively the "Indemnification Rights"):
Intangible Collateral. With respect to the Instruments, Commercial Tort Claims and Documents (collectively, the “Intangible Collateral”):
Intangible Collateral. The following definitions of --------------------- Intangible Collateral set forth in Section 2.3 of the Series A Purchase Note Agreement are amended as follows:
Intangible Collateral. With respect to the Accounts, Deposits, Intellectual Property and Investment Property (collectively, the “Intangible Collateral”), as applicable:
Intangible Collateral. With respect to the Intangible Collateral:
Intangible Collateral. With respect to the Intangible Collateral: (a) Debtor's records concerning all Intangible Collateral are and will be kept at the address indicated in the first sentence of Section 4.5 hereof as Debtor's chief place of business and chief executive office. Debtor will not remove any of such records from such address without the prior written consent of Secured Party. Without in any way excusing a breach of the foregoing sentence by Debtor, if for any reason any of such records concerning the Intangible Collateral shall at any time be moved to another location or locations, Debtor will promptly notify Secured Party of any such change in the location of such records and will execute and deliver such financing statements and other appropriate documents and do such other acts and things as Secured Party may reasonably request pursuant to Section 7 hereof. (b) To the best of Debtor's knowledge, each item of the Receivables is, or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor or other obligor in respect thereof, subject to no defense, setoff or counterclaim against Debtor and in connection with which there is no default with respect to any payment or performance on the part of Debtor or any other party. (c) Debtor will at all times keep accurate and complete records of payment and performance by Debtor, the respective account debtors and all other parties obligated on Intangible Collateral. (d) After the occurrence and during the continuance of any Event of Default, Debtor hereby authorizes Secured Party, upon prior notice to Debtor, to cure any default in payment or performance by Debtor with respect to Intangible Collateral; provided, however, that Secured Party shall be under no obligation to do so and, provided further, that the curing by Secured Party of any default shall not constitute a waiver by Secured Party of any default hereunder. Debtor agrees to reimburse Secured Party on demand with interest at the highest rate applicable to any Loan for any payment made or any expense reasonably incurred by Secured Party pursuant to the foregoing authorization, and any payment made or expense reasonably incurred by Secured Party pursuant to the foregoing authorization shall be part of the Obligations. (e) Notwithstanding the security interest in the Intangible Collateral granted hereunder, Debtor shall have the right to collect such Intangible Collateral and, so long as an Even...
Intangible Collateral. Subject to the Disclosure Schedule attached to the Purchase Agreement, the Intangible Collateral represents bona fide and existing indebtedness, obligations, liabilities, rights and privileges owed or belonging to Debtor to which, to the best of Debtor's knowledge, there is no valid defense, set-off or counterclaim against Debtor and in connection with which there is no default with respect to any payment or performance on the part of Debtor, or, to the best of Debtor's knowledge, any other party.
Intangible Collateral. Section 2.3 of the Purchase Note --------------------- Agreement is amended to read in full as follows:
