Common use of ADDITIONAL COVENANTS OF THE GUARANTORS Clause in Contracts

ADDITIONAL COVENANTS OF THE GUARANTORS. (a) Each of Mountaingate, GEI, JCG and David G. Price hereby agrees: (i) to procure, execute and deliver frxx xxxx xx xxxe any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by the Required Creditors to perfect, maintain and protect their security interest hereunder and the priority thereof and to deliver promptly to the Collateral Agent all originals of any documents evidencing proceeds of the Real Property Collateral consisting of chattel paper or instruments; (ii) not to surrender possession of, sell, encumber (other than to the Collateral Agent), or otherwise dispose of or transfer, any Real Property Collateral or right or interest therein other than as permitted under this Agreement (including without limitation pursuant to SECTION 10(b) below) or the other Debt Documents; (iii) after the occurrence and during the continuance of an Alternate Major Default with respect to Mountaingate or a Major Default with respect to GEI or JCG, as applicable (and at all other times expressly provided for in this Agreement) to account fully for and promptly to deliver to the Collateral Agent, in the form received, all proceeds of the Real Property Collateral received, endorsed to the Collateral Agent as appropriate and accompanied by such assignments and powers, duly executed, as the Required Creditors shall reasonably request, and until so delivered all Real Property Collateral and proceeds thereof shall be held in trust for the Collateral Agent for the benefit of the Secured Creditors; (iv) at any reasonable time, upon demand by the Collateral Agent, to exhibit to and allow inspection by the Required Creditors (or Persons designated by the Collateral Agent or the Required Creditors, as applicable) of the Real Property Collateral and the records concerning the Real Property Collateral; (v) to keep the records concerning the Real Property Collateral at the location(s) set forth in SECTION 24 below and not to remove such records from such location(s) without thirty (30) days prior written notice to the Collateral Agent; (vi) not knowingly to use any Real Property Collateral or permit any Real Property Collateral to be used unlawfully or in violation of any provision of this Agreement or the other Debt Documents or any applicable statute, regulation or ordinance or any policy of insurance covering the Real Property Collateral; (vii) to notify the Collateral Agent and the Secured Creditors before any such change shall occur of any change in such Guarantor's name, identity or structure through merger, consolidation or otherwise; (viii) to appear in and defend, at such Guarantor's cost and expense, any action or proceeding which may affect its title to or the Collateral Agent's interest for the benefit of the Secured Creditors in the Real Property Collateral unless the failure to do so would not have a Material Adverse Effect; and (ix) to keep accurate and complete records of the Real Property Collateral and to provide the Collateral Agent with such records and such reports and information relating to the Real Property Collateral as the Collateral Agent may reasonably request from time to time.