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400 | On the Funding Date , each Lender shall credit and / or transfer ( as applicable ) to Borrower ' s deposit account , an amount equal to its Commitment Percentage multiplied by the amount of the Term Loan . | <response> On the Funding Date , each <person>Lender</person> shall credit and / or transfer ( as applicable ) to <person>Borrower</person> ' s deposit account , an amount equal to its Commitment Percentage multiplied by the amount of the Term Loan . </response> |
401 | Each Lender may make Term Loans under this Agreement based on instructions from a Responsible Officer or his or her designee . | <response> Each <person>Lender</person> may make Term Loans under this Agreement based on instructions from a Responsible Officer or his or her designee . </response> |
402 | Each Lender may rely on any telephone notice given by a person whom such Lender reasonably believes is a Responsible Officer or designee . | <response> Each <person>Lender</person> may rely on any telephone notice given by a person whom such <person>Lender</person> reasonably believes is a Responsible Officer or designee . </response> |
403 | Borrower shall indemnify each Lender for any loss Lender suffers due to such reliance . | <response> <person>Borrower</person> shall indemnify each <person>Lender</person> for any loss <person>Lender</person> suffers due to such reliance . </response> |
404 | 4 CREATION OF SECURITY INTEREST . | <response> 4 CREATION OF SECURITY INTEREST . </response> |
405 | 4 . 1 Grant of Security Interest . | <response> 4 . 1 Grant of Security Interest . </response> |
406 | Borrower hereby grants to Agent , for the ratable benefit of Lenders , and to each Lender , to secure the payment and performance in full of all of the Obligations , a continuing security interest in , and pledges to Agent , for the ratable benefit of Lenders , and to each Lender , the Collateral , wherever located , w... | <response> <person>Borrower</person> hereby grants to Agent , for the ratable benefit of Lenders , and to each <person>Lender</person> , to secure the payment and performance in full of all of the Obligations , a continuing security interest in , and pledges to Agent , for the ratable benefit of Lenders , and to each <... |
407 | Borrower represents , warrants , and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral ( subject only to Permitted Liens that may have superior priority to Agent and / or Lenders ' Lien under this Agreement ). | <response> <person>Borrower</person> represents , warrants , and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral ( subject only to Permitted Liens that may have superior priority to Agent and / or Lenders ' Lien ... |
408 | If Borrower shall acquire a commercial tort claim , Borrower shall promptly notify Agent in a writing signed by Borrower of the general details thereof and grant to Agent , for the ratable benefit of Lenders , and to each Lender , in such writing a security interest therein and in the proceeds thereof , all upon the te... | <response> If <person>Borrower</person> shall acquire a commercial tort claim , <person>Borrower</person> shall promptly notify Agent in a writing signed by <person>Borrower</person> of the general details thereof and grant to Agent , for the ratable benefit of Lenders , and to each <person>Lender</person> , in such wr... |
409 | If this Agreement is terminated , Agent ' s and Lenders ' Lien in the Collateral shall continue until the Obligations ( other than inchoate indemnity obligations ) are repaid in full in cash . | <response> If this Agreement is terminated , Agent ' s and Lenders ' Lien in the Collateral shall continue until the Obligations ( other than inchoate indemnity obligations ) are repaid in full in cash . </response> |
410 | Upon payment in full in cash of the Obligations and at such time as Agent ' s and Lenders ' obligation to make Credit Extensions has terminated , Agent shall , at Borrower ' s sole cost and expense , release its Liens in the Collateral and deliver such documents and make such filings as Borrower shall reasonably reques... | <response> Upon payment in full in cash of the Obligations and at such time as Agent ' s and Lenders ' obligation to make Credit Extensions has terminated , Agent shall , at <person>Borrower</person> ' s sole cost and expense , release its Liens in the Collateral and deliver such documents and make such filings as <per... |
411 | 4 . 2 Authorization to File Financing Statements . | <response> 4 . 2 Authorization to File Financing Statements . </response> |
412 | Borrower hereby authorizes Agent to file financing statements , without notice to Borrower , with all appropriate jurisdictions to perfect or protect Agent ' s and Lenders ' interest or rights hereunder , including a notice that any disposition of the Collateral , by either Borrower or any other Person , shall be deeme... | <response> <person>Borrower</person> hereby authorizes Agent to file financing statements , without notice to <person>Borrower</person> , with all appropriate jurisdictions to perfect or protect Agent ' s and Lenders ' interest or rights hereunder , including a notice that any disposition of the Collateral , by either ... |
413 | 5 REPRESENTATIONS AND WARRANTIES Borrower represents and warrants as follows : 5 . 1 Due Organization and Authorization . | <response> 5 REPRESENTATIONS AND WARRANTIES <person>Borrower</person> represents and warrants as follows : 5 . 1 Due Organization and Authorization . </response> |
414 | Borrower and each of its Subsidiaries , if any , are duly existing and in good standing , as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of pro... | <response> <person>Borrower</person> and each of its Subsidiaries , if any , are duly existing and in good standing , as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their busine... |
415 | In connection with this Agreement , Borrower has delivered to Agent and Lenders a completed perfection certificate signed by Borrower ( the " Perfection Certificate "). | <response> In connection with this Agreement , <person>Borrower</person> has delivered to Agent and Lenders a completed perfection certificate signed by <person>Borrower</person> ( the " Perfection Certificate "). </response> |
416 | Borrower represents and warrants to Agent and each Lender that ( a ) Borrower ' s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof ; ( b ) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate ; ( c ) the Per... | <response> <person>Borrower</person> represents and warrants to Agent and each <person>Lender</person> that ( a ) <person>Borrower</person> ' s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof ; ( b ) <person>Borrower</person> is an organization of the type and is organi... |
417 | If Borrower is not now a Registered Organization but later becomes one , Borrower shall promptly notify Agent of such occurrence and provide Agent with Borrower ' s organizational identification number . | <response> If <person>Borrower</person> is not now a Registered Organization but later becomes one , <person>Borrower</person> shall promptly notify Agent of such occurrence and provide Agent with <person>Borrower</person> ' s organizational identification number . </response> |
418 | - 4 - The execution , delivery and performance of the Loan Documents have been duly authorized , and do not conflict with Borrower ' s organizational documents , nor constitute an event of default under any material agreement by which Borrower is bound . | <response> - 4 - The execution , delivery and performance of the Loan Documents have been duly authorized , and do not conflict with <person>Borrower</person> ' s organizational documents , nor constitute an event of default under any material agreement by which <person>Borrower</person> is bound . </response> |
419 | Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower ' s business . | <response> <person>Borrower</person> is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on <person>Borrower</person> ' s business . </response> |
420 | 5 . 2 Collateral . | <response> 5 . 2 Collateral . </response> |
421 | Borrower has good title to , has rights in , and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder , free and clear of any and all Liens except Permitted Liens . | <response> <person>Borrower</person> has good title to , has rights in , and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder , free and clear of any and all Liens except Permitted Liens . </response> |
422 | Borrower has no deposit accounts other than the deposit accounts with Agent , the deposit accounts , if any , described in the Perfection Certificate delivered to Agent and Lenders in connection herewith , or of which Borrower has given Agent notice and taken such actions as are necessary to give Agent and Lenders a pe... | <response> <person>Borrower</person> has no deposit accounts other than the deposit accounts with Agent , the deposit accounts , if any , described in the Perfection Certificate delivered to Agent and Lenders in connection herewith , or of which <person>Borrower</person> has given Agent notice and taken such actions as... |
423 | The Collateral is not in the possession of any third party bailee ( such as a warehouse ), except as otherwise provided in the Perfection Certificate or as Borrower has given Agent notice pursuant to Section 7 . 2 . | <response> The Collateral is not in the possession of any third party bailee ( such as a warehouse ), except as otherwise provided in the Perfection Certificate or as <person>Borrower</person> has given Agent notice pursuant to Section 7 . 2 . </response> |
424 | None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Agent notice pursuant to Section 7 . 2 . | <response> None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as <person>Borrower</person> has given Agent notice pursuant to Section 7 . 2 . </response> |
425 | In the event that Borrower , after the date hereof , intends to store or otherwise deliver any portion ( in excess of Fifty Thousand Dollars ($ 50 , 000 . 00 ) in the aggregate ) of the Collateral to a bailee , then Borrower will first receive the written consent of Agent and such bailee must execute and deliver a bail... | <response> In the event that <person>Borrower</person> , after the date hereof , intends to store or otherwise deliver any portion ( in excess of Fifty Thousand Dollars ($ 50 , 000 . 00 ) in the aggregate ) of the Collateral to a bailee , then <person>Borrower</person> will first receive the written consent of Agent an... |
426 | Except as noted on the Perfection Certificate , Borrower is not a party to , nor is bound by , any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower ' s interest in such license or agreement or ... | <response> Except as noted on the Perfection Certificate , <person>Borrower</person> is not a party to , nor is bound by , any material license or other agreement with respect to which <person>Borrower</person> is the licensee that prohibits or otherwise restricts <person>Borrower</person> from granting a security inte... |
427 | Borrower shall provide written notice to Agent within thirty ( 30 ) days after entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower ' s business or financial condition ( other than over - the - counter software that is commercially available to the... | <response> <person>Borrower</person> shall provide written notice to Agent within thirty ( 30 ) days after entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on <person>Borrower</person> ' s business or financial condition ( other than over - the - counter s... |
428 | Borrower shall take such steps as Agent requests to obtain the consent of , or waiver by , any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed " Collateral " and for Agent and Lenders to have a security interest in it that might otherwise be restricted or prohibited by ... | <response> <person>Borrower</person> shall take such steps as Agent requests to obtain the consent of , or waiver by , any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed " Collateral " and for Agent and Lenders to have a security interest in it that might otherwise be ... |
429 | 5 . 3 Litigation . | <response> 5 . 3 Litigation . </response> |
430 | Except as disclosed on the Perfection Certificate or as Borrower has given notice pursuant to Section 6 . 2 ( a ), there are no actions or proceedings pending or , to the knowledge of the Responsible Officers , threatened in writing by or against Borrower or any of its Subsidiaries that could reasonably be expected to ... | <response> Except as disclosed on the Perfection Certificate or as <person>Borrower</person> has given notice pursuant to Section 6 . 2 ( a ), there are no actions or proceedings pending or , to the knowledge of the Responsible Officers , threatened in writing by or against <person>Borrower</person> or any of its Subsi... |
431 | 5 . 4 No Material Deterioration in Financial Statements . | <response> 5 . 4 No Material Deterioration in Financial Statements . </response> |
432 | All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Agent fairly present in all material respects Borrower ' s consolidated financial condition and Borrower ' s consolidated results of operations as of the dates and for the periods presented . | <response> All consolidated financial statements for <person>Borrower</person> and any of its Subsidiaries delivered to Agent fairly present in all material respects <person>Borrower</person> ' s consolidated financial condition and <person>Borrower</person> ' s consolidated results of operations as of the dates and fo... |
433 | As of the date of this Agreement , there has not been any material deterioration in Borrower ' s consolidated financial condition since the date of the most recent financial statements submitted to Agent . | <response> As of the date of this Agreement , there has not been any material deterioration in <person>Borrower</person> ' s consolidated financial condition since the date of the most recent financial statements submitted to Agent . </response> |
434 | 5 . 5 Solvency . | <response> 5 . 5 Solvency . </response> |
435 | The fair salable value of Borrower ' s assets ( including goodwill minus disposition costs ) exceeds the fair value of its liabilities ; Borrower is not left with unreasonably small capital after the transactions in this Agreement ; and Borrower is able to pay its debts ( including trade debts ) as they mature . | <response> The fair salable value of <person>Borrower</person> ' s assets ( including goodwill minus disposition costs ) exceeds the fair value of its liabilities ; <person>Borrower</person> is not left with unreasonably small capital after the transactions in this Agreement ; and <person>Borrower</person> is able to p... |
436 | 5 . 6 Regulatory Compliance . | <response> 5 . 6 Regulatory Compliance . </response> |
437 | Borrower is not an " investment company " or a company " controlled " by an " investment company " under the Investment Company Act of 1940 . | <response> <person>Borrower</person> is not an " investment company " or a company " controlled " by an " investment company " under the Investment Company Act of 1940 . </response> |
438 | Borrower is not engaged as one of its important activities in extending credit for margin stock ( under Regulations T and U of the Federal Reserve Board of Governors ). | <response> <person>Borrower</person> is not engaged as one of its important activities in extending credit for margin stock ( under Regulations T and U of the <organization>Federal Reserve Board of Governors</organization> ). </response> |
439 | Borrower has complied in all material respects with the Federal Fair Labor Standards Act . | <response> <person>Borrower</person> has complied in all material respects with the Federal Fair Labor Standards Act . </response> |
440 | Borrower has not violated any laws , ordinances or rules , the violation of which could reasonably be expected to have a material adverse effect on its business . | <response> <person>Borrower</person> has not violated any laws , ordinances or rules , the violation of which could reasonably be expected to have a material adverse effect on its business . </response> |
441 | None of Borrower ' s or any of its Subsidiaries ' properties or assets has been used by Borrower or any Subsidiary or , to Borrower ' s knowledge , by previous Persons , in disposing , producing , storing , treating , or transporting any hazardous substance other than in material compliance with all laws . | <response> None of <person>Borrower</person> ' s or any of its Subsidiaries ' properties or assets has been used by <person>Borrower</person> or any Subsidiary or , to <person>Borrower</person> ' s knowledge , by previous Persons , in disposing , producing , storing , treating , or transporting any hazardous substance ... |
442 | Borrower and each of its Subsidiaries have obtained all consents , approvals and authorizations of , made all declarations or filings with , and given all notices to , all government authorities that are necessary to continue its business as currently conducted . | <response> <person>Borrower</person> and each of its Subsidiaries have obtained all consents , approvals and authorizations of , made all declarations or filings with , and given all notices to , all government authorities that are necessary to continue its business as currently conducted . </response> |
443 | - 5 - 5 . 7 Subsidiaries ; Investments . | <response> - 5 - 5 . 7 Subsidiaries ; Investments . </response> |
444 | Borrower does not own any stock , partnership interest or other equity securities except for Permitted Investments . | <response> <person>Borrower</person> does not own any stock , partnership interest or other equity securities except for Permitted Investments . </response> |
445 | 5 . 8 Tax Returns and Payments ; Pension Contributions . | <response> 5 . 8 Tax Returns and Payments ; Pension Contributions . </response> |
446 | Borrower has timely filed all required tax returns and reports , and Borrower and its Subsidiaries have timely paid all foreign , federal , state and local taxes , assessments , deposits and contributions owed by Borrower , provided that Borrower may defer payment of any contested taxes , so long as Borrower ( a ) in g... | <response> <person>Borrower</person> has timely filed all required tax returns and reports , and <person>Borrower</person> and its Subsidiaries have timely paid all foreign , federal , state and local taxes , assessments , deposits and contributions owed by <person>Borrower</person> , provided that <person>Borrower</pe... |
447 | Except as set forth on the Perfection Certificate , Borrower is unaware of any claims or adjustments proposed for any of Borrower ' s prior tax years which could result in additional taxes becoming due and payable by Borrower . | <response> Except as set forth on the Perfection Certificate , <person>Borrower</person> is unaware of any claims or adjustments proposed for any of <person>Borrower</person> ' s prior tax years which could result in additional taxes becoming due and payable by <person>Borrower</person> . </response> |
448 | Borrower has paid all amounts necessary to fund all present pension , profit sharing and deferred compensation plans in accordance with their terms , and Borrower has not withdrawn from participation in , and has not permitted partial or complete termination of , or permitted the occurrence of any other event with resp... | <response> <person>Borrower</person> has paid all amounts necessary to fund all present pension , profit sharing and deferred compensation plans in accordance with their terms , and <person>Borrower</person> has not withdrawn from participation in , and has not permitted partial or complete termination of , or permitte... |
449 | 5 . 9 Use of Proceeds . | <response> 5 . 9 Use of Proceeds . </response> |
450 | Borrower shall use the proceeds of the Credit Extensions solely to fund its general business requirements and not for personal , family , household or agricultural purposes . | <response> <person>Borrower</person> shall use the proceeds of the Credit Extensions solely to fund its general business requirements and not for personal , family , household or agricultural purposes . </response> |
451 | 5 . 10 Full Disclosure . | <response> 5 . 10 Full Disclosure . </response> |
452 | No written representation , warranty or other statement of Borrower in any certificate or written statement given to Agent or any Lender , as of the date such representation , warranty , or other statement was made , taken together with all such written certificates and written statements given to Agent or any Lender ,... | <response> No written representation , warranty or other statement of <person>Borrower</person> in any certificate or written statement given to Agent or any <person>Lender</person> , as of the date such representation , warranty , or other statement was made , taken together with all such written certificates and writ... |
453 | 5 . 11 IL Subsidiary . | <response> 5 . 11 IL Subsidiary . </response> |
454 | Borrower represents and warrants that IL Subsidiary , a wholly - owned subsidiary of Borrower , throughout the term of this Agreement will continue to own no assets , except for office furniture and furnishings , including computers , servers , laptops and similar office equipment . | <response> <person>Borrower</person> represents and warrants that IL Subsidiary , a wholly - owned subsidiary of <person>Borrower</person> , throughout the term of this Agreement will continue to own no assets , except for office furniture and furnishings , including computers , servers , laptops and similar office equ... |
455 | In the event that the IL Subsidiary owns any other assets , except as set forth herein , then Borrower shall notify Lenders and at Lenders ' option , the IL Subsidiary will become a co - Borrower to this Agreement and shall grant a first priority security interest in all assets ( except for intellectual property ) to t... | <response> In the event that the IL Subsidiary owns any other assets , except as set forth herein , then <person>Borrower</person> shall notify Lenders and at Lenders ' option , the IL Subsidiary will become a co - <person>Borrower</person> to this Agreement and shall grant a first priority security interest in all ass... |
456 | 6 AFFIRMATIVE COVENANTS Borrower shall do all of the following : 6 . 1 Government Compliance . | <response> 6 AFFIRMATIVE COVENANTS <person>Borrower</person> shall do all of the following : 6 . 1 Government Compliance . </response> |
457 | Maintain its and all its Subsidiaries ' legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower ' s business or operations . | <response> Maintain its and all its Subsidiaries ' legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on <person>Borrower</person> ' s business ... |
458 | Borrower shall comply , and have each Subsidiary comply , with all laws , ordinances and regulations to which it is subject , the noncompliance with which could reasonably be expected to have a material adverse effect on Borrower ' s business . | <response> <person>Borrower</person> shall comply , and have each Subsidiary comply , with all laws , ordinances and regulations to which it is subject , the noncompliance with which could reasonably be expected to have a material adverse effect on <person>Borrower</person> ' s business . </response> |
459 | 6 . 2 Financial Statements , Reports , Certificates . | <response> 6 . 2 Financial Statements , Reports , Certificates . </response> |
460 | ( a ) Deliver to Agent : ( i ) as soon as available , but no later than thirty ( 30 ) days after the last day of each quarter , a company prepared consolidated balance sheet and income statement covering Borrower ' s | <response> ( a ) Deliver to Agent : ( i ) as soon as available , but no later than thirty ( 30 ) days after the last day of each quarter , a company prepared consolidated balance sheet and income statement covering <person>Borrower</person> ' s </response> |
461 | - 6 - consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Agent ; ( ii ) as soon as available , but no later than one hundred eighty ( 180 ) days after the last day of Borrower ' s fiscal year , audited consolidated financial statements prepared under GAAP , consiste... | <response> - 6 - consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Agent ; ( ii ) as soon as available , but no later than one hundred eighty ( 180 ) days after the last day of <person>Borrower</person> ' s fiscal year , audited consolidated financial statements pr... |
462 | ( b ) Within thirty ( 30 ) days after the last day of each month , deliver to Agent " Flash Reports ", which shall include : ( i ) a summary of cash balances , ( ii ) aged listings of accounts receivable and accounts payable ( by invoice date ), and ( iii ) a summary of revenue and net income received by Borrower which... | <response> ( b ) Within thirty ( 30 ) days after the last day of each month , deliver to Agent " Flash Reports ", which shall include : ( i ) a summary of cash balances , ( ii ) aged listings of accounts receivable and accounts payable ( by invoice date ), and ( iii ) a summary of revenue and net income received by <pe... |
463 | 6 . 3 Inventory ; Returns . | <response> 6 . 3 Inventory ; Returns . </response> |
464 | Keep all Inventory in good and marketable condition , free from material defects . | <response> Keep all Inventory in good and marketable condition , free from material defects . </response> |
465 | Returns and allowances between Borrower and its Account Debtors shall follow Borrower ' s customary practices as they exist at the Effective Date . | <response> Returns and allowances between <person>Borrower</person> and its Account Debtors shall follow <person>Borrower</person> ' s customary practices as they exist at the Effective Date . </response> |
466 | Borrower must promptly notify Agent of all returns , recoveries , disputes and claims that involve more than Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ). | <response> <person>Borrower</person> must promptly notify Agent of all returns , recoveries , disputes and claims that involve more than Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ). </response> |
467 | 6 . 4 Taxes ; Pensions . | <response> 6 . 4 Taxes ; Pensions . </response> |
468 | Make , and cause each of its Subsidiaries to make , timely payment of all foreign , federal , state , and local taxes or assessments ( other than taxes and assessments which Borrower is contesting pursuant to the terms of Section 5 . 8 hereof ) and shall deliver to Agent , on demand , appropriate certificates attesting... | <response> Make , and cause each of its Subsidiaries to make , timely payment of all foreign , federal , state , and local taxes or assessments ( other than taxes and assessments which <person>Borrower</person> is contesting pursuant to the terms of Section 5 . 8 hereof ) and shall deliver to Agent , on demand , approp... |
469 | 6 . 5 Insurance . | <response> 6 . 5 Insurance . </response> |
470 | Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower ' s industry and location and as Agent may reasonably request . | <response> Keep its business and the Collateral insured for risks and in amounts standard for companies in <person>Borrower</person> ' s industry and location and as Agent may reasonably request . </response> |
471 | Insurance policies shall be in a form , with companies , and in amounts that are satisfactory to Lenders and Agent . | <response> Insurance policies shall be in a form , with companies , and in amounts that are satisfactory to Lenders and Agent . </response> |
472 | All property policies shall have a lender ' s loss payable endorsement showing each Lender as lender loss payee and waive subrogation against Lenders , and all liability policies shall show , or have endorsements showing , each Lender as an additional insured . | <response> All property policies shall have a <person>lender</person> ' s loss payable endorsement showing each <person>Lender</person> as <person>lender</person> loss payee and waive subrogation against Lenders , and all liability policies shall show , or have endorsements showing , each <person>Lender</person> as an ... |
473 | All policies ( or the loss payable and additional insured endorsements ) shall provide that the insurer must give Agent on behalf of Lenders at least twenty ( 20 ) days notice before canceling , amending , or declining to renew its policy . | <response> All policies ( or the loss payable and additional insured endorsements ) shall provide that the insurer must give Agent on behalf of Lenders at least twenty ( 20 ) days notice before canceling , amending , or declining to renew its policy . </response> |
474 | At Agent ' s request , Borrower shall deliver insurance certificates and evidence of all premium payments . | <response> At Agent ' s request , <person>Borrower</person> shall deliver insurance certificates and evidence of all premium payments . </response> |
475 | Proceeds payable under any policy shall , at Agent ' s option , be payable to Agent and Lenders on account of the Obligations . | <response> Proceeds payable under any policy shall , at Agent ' s option , be payable to Agent and Lenders on account of the Obligations . </response> |
476 | Notwithstanding the foregoing , ( a ) so long as no Event of Default has occurred and is continuing , Borrower shall have the option of applying the proceeds of any casualty policy up to Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ), in the aggregate , toward the replacement or repair of destroyed or damaged p... | <response> Notwithstanding the foregoing , ( a ) so long as no Event of Default has occurred and is continuing , <person>Borrower</person> shall have the option of applying the proceeds of any casualty policy up to Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ), in the aggregate , toward the replacement or repa... |
477 | If Borrower fails to obtain insurance as required under this Section 6 . 5 or to pay any amount or furnish any required proof of payment to third persons and Agent , Agent may make all or part of such payment or obtain such insurance policies required in this Section 6 . 5 , and take any action under the policies Agent... | <response> If <person>Borrower</person> fails to obtain insurance as required under this Section 6 . 5 or to pay any amount or furnish any required proof of payment to third persons and Agent , Agent may make all or part of such payment or obtain such insurance policies required in this Section 6 . 5 , and take any act... |
478 | 6 . 6 Operating Accounts . | <response> 6 . 6 Operating Accounts . </response> |
479 | ( a ) Maintain its depository and investment accounts and an operating account with Agent and Agent ' s affiliates . | <response> ( a ) Maintain its depository and investment accounts and an operating account with Agent and Agent ' s affiliates . </response> |
480 | - 7 - ( b ) Provide Agent five ( 5 ) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Agent or its Affiliates . | <response> - 7 - ( b ) Provide Agent five ( 5 ) days prior written notice before establishing any Collateral Account at or with any <organization>bank</organization> or financial institution other than Agent or its Affiliates . </response> |
481 | In addition , for each Collateral Account that Borrower at any time maintains , Borrower shall cause the applicable bank or financial institution ( other than Agent ) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Col... | <response> In addition , for each Collateral Account that <person>Borrower</person> at any time maintains , <person>Borrower</person> shall cause the applicable <organization>bank</organization> or financial institution ( other than Agent ) at or with which any Collateral Account is maintained to execute and deliver a ... |
482 | The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll , payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower ' s employees and identified to Agent by Borrower as such . | <response> The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll , payroll taxes and other employee wage and benefit payments to or for the benefit of <person>Borrower</person> ' s employees and identified to Agent by <person>Borrower</person> as such . </response> |
483 | 6 . 7 Protection of Intellectual Property Rights . | <response> 6 . 7 Protection of Intellectual Property Rights . </response> |
484 | Borrower shall use commercially reasonable efforts to protect , defend and maintain the validity and enforceability of its material intellectual property , except where Borrower in the exercise of its business judgment deems it in its best interest not to do so . | <response> <person>Borrower</person> shall use commercially reasonable efforts to protect , defend and maintain the validity and enforceability of its material intellectual property , except where <person>Borrower</person> in the exercise of its business judgment deems it in its best interest not to do so . </response> |
485 | 6 . 8 Litigation Cooperation . | <response> 6 . 8 Litigation Cooperation . </response> |
486 | From the date hereof and continuing through the termination of this Agreement , make available to Agent , without expense to Agent , Borrower and its officers , employees and agents and Borrower ' s books and records , to the extent that Agent may deem them reasonably necessary to prosecute or defend any third - party ... | <response> From the date hereof and continuing through the termination of this Agreement , make available to Agent , without expense to Agent , <person>Borrower</person> and its officers , employees and agents and <person>Borrower</person> ' s books and records , to the extent that Agent may deem them reasonably necess... |
487 | 6 . 9 Further Assurances . | <response> 6 . 9 Further Assurances . </response> |
488 | Execute any further instruments and take further action as Agent reasonably requests to perfect or continue Agent ' s and Lenders ' Lien in the Collateral or to effect the purposes of this Agreement . | <response> Execute any further instruments and take further action as Agent reasonably requests to perfect or continue Agent ' s and Lenders ' Lien in the Collateral or to effect the purposes of this Agreement . </response> |
489 | 7 NEGATIVE COVENANTS Borrower shall not do any of the following without Agent ' s prior written consent : 7 . 1 Dispositions . | <response> 7 NEGATIVE COVENANTS <person>Borrower</person> shall not do any of the following without Agent ' s prior written consent : 7 . 1 Dispositions . </response> |
490 | Convey , sell , lease , transfer or otherwise dispose of ( collectively , " Transfer "), or permit any of its Subsidiaries to Transfer , all or any part of its business or property , except for Transfers ( a ) of Inventory in the ordinary course of business ; ( b ) of worn - out , or obsolete Equipment ; ( c ) in conne... | <response> Convey , sell , lease , transfer or otherwise dispose of ( collectively , " Transfer "), or permit any of its Subsidiaries to Transfer , all or any part of its business or property , except for Transfers ( a ) of Inventory in the ordinary course of business ; ( b ) of worn - out , or obsolete Equipment ; ( c... |
491 | 7 . 2 Changes in Business , Management , Ownership , or Business Locations . | <response> 7 . 2 Changes in Business , Management , Ownership , or Business Locations . </response> |
492 | ( a ) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary , as applicable , or reasonably related thereto ; ( b ) liquidate or dissolve ; or ( c ) ( i ) have a change in management such that the Key Person resigns , is term... | <response> ( a ) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by <person>Borrower</person> and such Subsidiary , as applicable , or reasonably related thereto ; ( b ) liquidate or dissolve ; or ( c ) ( i ) have a change in management such that the ... |
493 | Borrower shall not , without at least thirty ( 30 ) days prior written notice to Agent : ( 1 ) add any new offices or business locations , including warehouses ( unless such new offices or business locations contain less than Fifty Thousand Dollars ($ 50 , 000 . 00 ) in Borrower ' s assets or property ), ( 2 ) change i... | <response> <person>Borrower</person> shall not , without at least thirty ( 30 ) days prior written notice to Agent : ( 1 ) add any new offices or business locations , including warehouses ( unless such new offices or business locations contain less than Fifty Thousand Dollars ($ 50 , 000 . 00 ) in <person>Borrower</per... |
494 | 7 . 3 Mergers or Acquisitions . | <response> 7 . 3 Mergers or Acquisitions . </response> |
495 | Merge or consolidate , or permit any of its Subsidiaries to merge or consolidate , with any other Person , or acquire , or permit any of its Subsidiaries to acquire , all or substantially all of the capital stock or property of another Person , provided that a Subsidiary may merge or consolidate into another Subsidiary... | <response> Merge or consolidate , or permit any of its Subsidiaries to merge or consolidate , with any other Person , or acquire , or permit any of its Subsidiaries to acquire , all or substantially all of the capital stock or property of another Person , provided that a Subsidiary may merge or consolidate into another... |
496 | 7 . 4 Indebtedness . | <response> 7 . 4 Indebtedness . </response> |
497 | Create , incur , assume , or be liable for any Indebtedness , or permit any Subsidiary to do so , other than Permitted Indebtedness . | <response> Create , incur , assume , or be liable for any Indebtedness , or permit any Subsidiary to do so , other than Permitted Indebtedness . </response> |
498 | - 8 - 7 . 5 Encumbrance . | <response> - 8 - 7 . 5 Encumbrance . </response> |
499 | Create , incur , or allow any Lien on any of its property , or assign or convey any right to receive income , including the sale of any Accounts , or permit any of its Subsidiaries to do so , except for Permitted Liens , or permit any Collateral not to be subject to the first priority security interest granted herein (... | <response> Create , incur , or allow any Lien on any of its property , or assign or convey any right to receive income , including the sale of any Accounts , or permit any of its Subsidiaries to do so , except for Permitted Liens , or permit any Collateral not to be subject to the first priority security interest grant... |
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