Common use of Agreements of the Debtor Clause in Contracts

Agreements of the Debtor. The Debtor (i) will, upon request of the Secured Party, execute such financing statements and other documents (and pay the cost of filing or recording the same), and do such other acts and things as Secured Party may from time to time reasonably request to establish and maintain valid perfected security interests in the Collateral; (ii) will keep all items of Collateral at the Locations; (iii) will keep its records concerning all items of Collateral at the Locations, which records will be of such character as will enable Secured Party to determine at any time the status thereof; (iv) will furnish the Secured Party such information concerning the Debtor and the Collateral as the Secured Party may from time to time reasonably request; (v) will permit the Secured Party or its designees, at all times, to inspect the Collateral, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Debtor, and will, upon request of the Secured Party, deliver to the Secured Party all of such records and papers that pertain to the Collateral; (vi) will, upon request of the Secured Party, stamp on its records concerning the Collateral (and/or enter in its computer records concerning the Collateral) a notation, in form reasonably satisfactory to the Secured Party, of the security interests of the Secured Party hereunder; (vii) except as consented to in writing by the Secured Party, will not sell, lease, assign or create or permit to exist any lien on or security interest in any item of Collateral to or in favor of anyone other than the Secured Party and the Senior Lender(s); (viii) will at all times keep all items of Collateral insured against loss, damage, theft and other risks, in such amounts, by such companies, under such policies and in such form as may be required pursuant to the Assignment Agreement, which policies shall contain a so-called lender's loss payable (or comparable) clause, whereby a denial of payment based on policy conditions will not prevent recovery by Secured Party, and such policies or certificates thereof shall be deposited with the Secured Party; (ix) furnish to the Secured Party no less than thirty (30) days prior to the occurrence of any change in the Locations or in Debtor's name, notice in writing of such change; and (x) will reimburse the Secured Party for all expenses, including reasonable attorneys' fees and legal expenses incurred by the Secured Party in seeking to collect or enforce any rights under this Agreement or the Assignment Agreement.

Agreements of the Debtor. The Debtor (ia) will, upon request of the Secured Party, execute such financing statements and other documents (and pay the cost of filing or recording the same), same in all public offices reasonably deemed appropriate by the Secured Party) and do such other acts and things as Secured Party may from time (including delivery to time reasonably request to establish and maintain valid perfected security interests in the Collateral; (ii) will keep all items of Collateral at the Locations; (iii) will keep its records concerning all items of Collateral at the Locations, which records will be of such character as will enable Secured Party to determine at any time the status thereof; (iv) will furnish the Secured Party such information concerning the Debtor and the Collateral of any Instruments or Certificated Securities that constitute Collateral), all as the Secured Party may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities (and the Debtor authorizes the Secured Party to file any financing statement that indicates the Collateral as “all assets” of the Debtor or words of similar effect); (vb) will, upon the reasonable request of the Secured Party, advise as to all locations at which Debtor keeps its Inventory, Equipment, and other Goods; (c) will not change its state of organization or incorporation and will not change its name, identity or corporate structure such that any financing statement filed to perfect the Secured Party’s interests under this Agreement would become seriously misleading, unless the Debtor shall have given the Secured Party not less than 30 days’ prior notice of such change; (d) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Secured Party or its designees to determine at any time the status of the Non-Tangible Collateral; (e) will permit the Secured Party or and its designees, from time to time, on reasonable notice and at all times, reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect the Debtor’s Collateral, including the Debtor’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the DebtorDebtor or any agent of Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured PartyParty during the existence of a Default, deliver to the Secured Party all of such records and papers that pertain to the Collateralpapers; (vif) will, upon request except for the sale or lease of Inventory in the ordinary course of business and for all dispositions permitted by Section 11.4 of the Secured Party, stamp on its records concerning the Collateral (and/or enter in its computer records concerning the Collateral) a notation, in form reasonably satisfactory to the Secured Party, of the security interests of the Secured Party hereunder; (vii) except as consented to in writing by the Secured Party, Credit Agreement will not sell, lease, assign or create or permit to exist any lien Lien on or security interest in any item of Collateral to or in favor of anyone other than the Secured Party and the Senior Lender(s)Permitted Liens; (viiig) without limiting the provisions of Section 10.3 of the Credit Agreement, will at all times keep all items of Collateral its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies ​ ​ against loss, damage, theft and other risksrisks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Party as its interest may appear (it being understood that (A) so long as no Default is continuing, the Secured Party shall deliver any proceeds of such insurance that may be received by it to the Debtor and (B) whenever a Default is continuing, the Secured Party may apply any proceeds of such insurance that may be received by it toward payment of the Liabilities, whether or not due, in such amounts, by such companies, under such policies and in such form order of application as the Secured Party may be required pursuant to the Assignment Agreement, which policies shall contain a so-called lender's loss payable (or comparabledetermine) clause, whereby a denial of payment based on policy conditions will not prevent recovery by Secured Party, and such policies or certificates thereof shall shall, if the Secured Party so requests, be deposited with or furnished to the Secured Party; (ixh) furnish will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (i) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; and (j) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges that may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (m) will, upon request of the Secured Party. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the Debtor. Whenever a Default exists, the Secured Party no less than thirty (30) days prior shall have the right to bring suit to enforce any of the occurrence Intellectual Propety or licenses thereunder, in which event the Debtor shall at the request of the Secured Party do any change and all lawful acts and execute any and all proper documents requested by the Secured Party in the Locations or in Debtor's name, notice in writing aid of such change; enforcement and (x) will the Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all expenses, including reasonable attorneys' fees costs and legal expenses incurred by the Secured Party in seeking to collect or enforce any the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Secured Party shall have no obligation or liability regarding the Collateral or any thereof by reason of, or arising out of, this Agreement or any Loan Document. The Debtor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Assignment AgreementSecured Party may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

Agreements of the Debtor. The Debtor (i) will, upon request of hereby authorizes the Secured Party, execute Party (at the Debtor’s expense) to file such financing statements and other documents (and pay necessary to perfect its Lien on the cost of filing or recording the same)Collateral, and do such other acts and things as Secured Party may from time to time reasonably request deem necessary to establish and maintain valid perfected security interests in the Collateral; (ii) will keep all items of Collateral at the Locations; (iii) will keep its records concerning all items of Collateral at the Locations, which records will be of such character as will enable Secured Party to determine at any time the status thereof; (iv) will furnish the Secured Party such information concerning the Debtor and the Collateral as the Secured Party may from time to time reasonably request; (v) will permit the Secured Party or its designees, at all times, to inspect the Collateral, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Debtor, and will, upon request of the Secured Party, deliver to the Secured Party all of such records and papers that pertain to the Collateral; (vi) will, upon request of the Secured Party, stamp on its records concerning the Collateral (and/or enter in its computer records concerning the Collateral) a notation, in form reasonably satisfactory to the Secured Party, of the security interests of the Secured Party hereunder; (vii) except as consented to in writing by the Secured Party, will not sell, lease, assign or create or permit to exist any lien on or security interest in any item of Collateral to or in favor of anyone other than the Secured Party and the Senior Lender(s); (viii) will at all times keep all items of Collateral insured against loss, damage, theft and other risks, in such amounts, by such companies, under such policies and in such form as may be required pursuant to the Assignment Agreement, which policies shall contain a so-called lender's loss payable (or comparable) clause, whereby a denial of payment based on policy conditions will not prevent recovery by Secured Party, and such policies or certificates thereof shall be deposited with the Secured Party; (ix) furnish to the Secured Party no less than thirty (30) days prior to the occurrence of any change in the Locations or in Debtor's name, notice in writing of such change; and (x) will reimburse the Secured Party for all expenses, including reasonable attorneys' fees and legal expenses incurred by the Secured Party in seeking to collect or enforce any rights under this Agreement or the Assignment Agreement.

Agreements of the Debtor. (a) The Debtor will, (i) will, upon request of the Secured Party, execute such financing statements and other documents (and pay the cost of filing or recording the same), and do such other acts and things as Secured Party may from time to time reasonably request to establish and maintain valid perfected security interests in the Collateral; (ii) will keep all items of Collateral at the Locations; (iii) will keep its records concerning all items principal place of Collateral at the Locations, which records will be of such character as will enable Secured Party to determine at any time the status thereof; (iv) will furnish the Secured Party such information concerning the Debtor business and executive office and the Collateral as the Secured Party may from time to time reasonably request; (v) will permit the Secured Party or its designees, at all times, to inspect the Collateral, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Debtor, and will, upon request of the Secured Party, deliver to the Secured Party all of such records and papers that pertain to the Collateral; (vi) will, upon request of the Secured Party, stamp on office where it keeps its records concerning the Collateral at the address specified in Section 7 or, upon 10 days’ prior written notice to the Secured Party, at such other location in the United States as may be specified in the notice; (and/or enter in its computer records concerning ii) take commercially reasonable care of the Collateral; (iii) insure the Collateral for such hazards and in such amounts as is customary for similarly situated companies in the Debtor’s industry, (iv) pay on demand all costs incurred indirectly or directly by the Secured Party to collect the Obligations, to obtain, preserve, and enforce the security interest granted herein and to preserve the Collateral, including (but not limited to) taxes, assessments, insurance premiums, repairs, reasonable attorneys’ fees and legal expenses, rent, storage costs, and expenses of sale; (v) furnish the Secured Party with any reasonable and appropriate information on the Collateral requested by the Secured Party; (vi) allow the Secured Party to inspect the Collateral once each calendar year, and inspect and copy all records relating to the Collateral and the Obligations upon prior written notice during regular business hours at the offices of Debtor or such location where the Collateral is located; (vii) sign any papers furnished by the Secured Party that are necessary to obtain, maintain and perfect this security interest; (viii) take all necessary steps to preserve the liability of account debtors, obligors, and secondary parties whose obligations are part of the Collateral; (ix) upon request by the Secured Party, transfer possession of all instruments, documents, and chattel paper that are part of the Collateral to the Secured Party immediately, or, as to those hereafter acquired, immediately following acquisition; (x) perfect a notation, in form reasonably security interest (using a method satisfactory to the Secured Party, ) in all goods covered by chattel paper that is part of the security interests of Collateral; and (xi) notify the Secured Party hereunder; of any occurrence of any Event of Default. (viib) except as consented to in writing by The Debtor will not, without the Secured Party’s prior written consent: (i) remove the Collateral from the address set forth in Section 7, will not or such other location where the Collateral is used in the normal and ordinary course of business; (ii) sell, leaselease or otherwise transfer or dispose of the Collateral except in the ordinary course of business; or (iii) incur, assign or create or permit suffer to exist any lien on lien, mortgage, pledge, assignment, or other encumbrance on, or security interest in any item the Collateral; except: (A) the security interest created by this Agreement, (B) the security interest granted by the Debenture, (C) purchase money security interests, (D) materialmen’s, suppliers’, tax, and other like liens arising in the ordinary course of Collateral business securing obligations that are not overdue or are being contested in good faith by appropriate proceedings and (E) liens that are subordinate to or in favor of anyone other than the Lender’s security interests. (c) Where permitted by law, the Debtor hereby authorizes the Secured Party to file financing and the Senior Lender(s); (viii) will at all times keep all items of Collateral insured against loss, damage, theft and other risks, in such amounts, by such companies, under such policies and in such form as may be required pursuant to the Assignment Agreement, which policies shall contain a so-called lender's loss payable (or comparable) clause, whereby a denial of payment based on policy conditions will not prevent recovery by Secured Partycontinuation statements, and such policies amendments thereto, relative to all or certificates thereof shall be deposited with any part of the Secured Party; (ix) furnish to Collateral without the Secured Party no less than thirty (30) days prior to the occurrence signature of any change in the Locations or in Debtor's name, notice in writing of such change; and (x) will reimburse the Secured Party for all expenses, including reasonable attorneys' fees and legal expenses incurred by the Secured Party in seeking to collect or enforce any rights under this Agreement or the Assignment Agreement.

Agreements of the Debtor. The Debtor (ia) will, upon request of the Secured Party, execute such financing statements and other documents (and pay the cost of filing or recording the same), same in all public offices reasonably deemed appropriate by the Secured Party) and do such other acts and things (including, delivery to the Secured Party of any Instruments or Certificated Securities which constitute Collateral), all as the Secured Party may from time to time reasonably request request, to establish and maintain a valid perfected security interests interest in the CollateralCollateral (free of all other liens, claims and rights of third parties whatsoever, other than the Senior Lien and Permitted Liens) to secure the payment of the Liabilities; (iib) will keep all items its Inventory at, and will not maintain any place of Collateral business at any location other than, its address(es) shown on Schedule 4 hereto or at such other addresses of which the Locations; Debtor shall have given the Secured Party not less than 10 days' prior written notice, (iiic) will keep its records concerning all items of the Non-Tangible Collateral at the Locations, which records will be of in such character a manner as will enable the Secured Party or its designees to determine at any time the status thereofof the Non-Tangible Collateral; (ivd) will furnish the Secured Party such information concerning the Debtor Debtor, the Collateral and the Collateral Account Debtors as the Secured Party may from time to time reasonably request; (ve) will permit the Secured Party or and its designees, from time to time, on reasonable notice and at all times, reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect the CollateralDebtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the DebtorDebtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Secured PartyParty during the existence of a Default, deliver to the Secured Party all of such records and papers that pertain to the Collateralpapers; (vif) will, upon request of the Secured Party, stamp on its records concerning the Collateral (and/or enter in its computer records concerning Collateral, and add on all Chattel Paper constituting a portion of the Collateral) , a notation, in form reasonably satisfactory to the Secured Party, of the security interests interest of the Secured Party hereunder; (viig) except for the sale or lease of Inventory in the ordinary course of its business, sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, or as consented otherwise permitted by or pursuant to in writing by the Secured PartyCredit Agreement, will not sell, lease, assign or create or permit to exist any lien Lien on or security interest in any item of Collateral to or in favor of anyone other than the Secured Party and the Senior Lender(s)Permitted Liens; (viiih) without limiting the provisions of Section 10.3 of the Credit Agreement, will at all times keep all items of Collateral its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risksrisks to such extent as is customarily maintained by companies similarly situated, (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such amounts, by such companies, under such policies actions as are reasonably necessary to keep its Equipment in good repair and condition and in such form as good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be required pursuant to levied upon or assessed against the Assignment Agreementownership, which policies shall contain a so-called lender's loss payable (operation, possession, maintenance or comparable) clause, whereby a denial use of payment based on policy conditions will not prevent recovery by Secured Party, its Equipment and such policies or certificates thereof shall be deposited with the Secured Partyother Goods; (ixl) furnish will take all steps reasonably necessary to the Secured Party no less than thirty (30) days prior to the occurrence protect, preserve and maintain all of any change its rights in the Locations or Collateral; (m) except as listed on Schedule 7, will keep all of the tangible Collateral in Debtor's name, notice in writing of such changethe United States; and (xn) will reimburse the Secured Party for all expenses, including reasonable attorneys' attorney's fees and charges (including pro rata salary and cash benefit costs of attorneys who are employees of the Secured Party to the extent that they are acting in a legal expenses capacity), incurred by the Secured Party in seeking to collect or enforce any rights under this Agreement or in respect of the Assignment AgreementDebtor's Collateral.

Agreements of the Debtor. The Debtor covenants and agrees ------------------------ that, until the satisfaction of all of its obligations under the terms of this Agreement and the Loan Documents, it will : (ia) will, upon request of the Secured PartyCreditor, execute such UCC financing statements and other documents (and pay the cost of filing or recording the same), same or this Agreement in all public offices deemed necessary or appropriate by the Creditor) and do such other acts and things things, all as Secured Party the Creditor may from time to time reasonably request request, to establish and maintain valid a valid, perfected security interests interest in the Collateral; Collateral (iifree of all other liens, claims and rights of third parties whatsoever) will to secure the performance and payment of the Liabilities; (b) keep all items of Collateral its Inventory and other Goods, unless the Creditor shall otherwise consent in writing, at the Locations; location disclosed to Creditor and not remove the Collateral from that location except in the ordinary course of business; (iiic) will keep the Collateral separate and identifiable; (d) keep its records concerning all items of Collateral Accounts and General Intangibles at the Locationslocation disclosed to Creditor, which records will be of such character as will enable Secured Party the Creditor or its designees to determine at any time the status thereof; ; (ive) will furnish the Secured Party Creditor such information concerning the Debtor and the Collateral as the Secured Party Creditor may from time to time reasonably request; ; (vf) will permit the Secured Party or Creditor and its designees, at all timesfrom time to time, to inspect the CollateralDebtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the DebtorDebtor which pertain to the Collateral, and will, upon request of the Secured PartyCreditor, deliver to the Secured Party Creditor all of such records and papers that which pertain to the Collateral; ; (vig) will, upon request of the Secured PartyCreditor, stamp on its records concerning the Collateral (and/or enter in its computer records concerning the Collateral) a notation, in form reasonably satisfactory to the Secured PartyCreditor, of the security interests interest of the Secured Party Creditor hereunder; ; (viih) except as consented to in writing by the Secured Partyordinary course of its business, will without the prior written consent of Creditor, not sell, lease, assign or create or permit to exist any lien encumbrance on or security interest in any item of Collateral to or in favor of anyone other than the Secured Party and the Senior Lender(s); Creditor or as set forth herein; (viiii) will at all times keep all items of Collateral its Inventory and other Goods insured against loss, damage, theft and other risks, in such amounts, by such companies, amounts and companies and under such policies and in such form as may shall be required pursuant satisfactory to the Assignment AgreementCreditor, which policies shall contain a so-called lender's provide that loss thereunder shall be payable to Creditor as its interest may appear (and the Creditor may apply any proceeds of such insurance which may be received by it toward payment of the Liabilities, whether or comparablenot due, in such order of application as the Creditor may determine) clause, whereby a denial and that ten (10) days prior written notice of payment based on policy conditions will not prevent recovery by Secured Party, cancellation shall be given to Creditor and such policies or certificates thereof shall shall, if the Creditor so requests, be deposited with or furnished to the Secured PartyCreditor; (j) keep its Inventory, Equipment and other Goods (as applicable) in as good repair and condition and in as good working or running order as of the date hereof; (k) comply with all laws, rules and regulations relating to, and promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against, the ownership, operation, possession, maintenance or use of its Equipment and other Goods (as applicable) and will not relinquish or terminate any rights, qualifications, licenses, or permits that would materially and adversely affect its financial condition or business; provided, however, that the Debtor shall not be required to comply with any such law, rule or regulation, or to pay any such fee, tax, assessment or other charge, the validity of which is being contested by the Debtor in good faith by appropriate proceedings, so long as forfeiture of any part of its Equipment or other Goods will not result from the failure of the Debtor to comply with any such law, rule or regulation, or to pay any such fee, tax, assessment or other charge, during the period of such contest; (ixl) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Creditor in the Equipment covered thereby; (m) use its best efforts consistent with prudent business practices to preserve and maintain its business and business organization intact; to preserve its goodwill; to pay its obligations as they mature; to retain its employees; and to retain its relationships with customers; (n) without the prior written consent of Creditor, not enter into any agreement for the sale of all or substantially all of its assets; (o) furnish written notice to the Secured Party no less than thirty (30) days prior to Creditor, as soon as possible after the occurrence from time to time thereof, of any change in the Locations location of any portion of the Collateral or in the name of the Debtor's name; (p) reimburse Creditor on demand for any payments made pursuant to Section 6 hereof together with interest on the amount of any such payment at ten percent (10%) per annum from date of payment until reimbursement, notice in writing of such change; which amounts shall be added to the Liabilities owed by Debtor and shall be secured by the security interest granted hereunder; (xq) will reimburse the Secured Party Creditor for all expenses, including reasonable attorneys' fees and legal expenses expenses, incurred by the Secured Party Creditor in seeking to collect or enforce any rights under this Agreement or the Assignment AgreementCollateral and, in case of Default, incurred by the Creditor seeking to collect the Note and all other Liabilities and to enforce its rights hereunder; and (r) timely file all tax returns required by law to be filed with respect to the operations of Debtor and pay all taxes imposed on Debtor for all taxable periods ending during such periods.

Agreements of the Debtor. The Debtor (i) will, upon request of hereby authorizes the Secured Party, execute Party (at the Debtor=s expense) to file such financing statements and other documents (and pay necessary to perfect its Lien on the cost of filing or recording the same)Collateral, and do such other acts and things as Secured Party may from time to time reasonably request deem necessary to establish and maintain valid perfected security interests in the Collateral; (ii) will keep all items of Collateral at the Locations; (iii) will keep its records concerning all items of Collateral at the Locations, which records will be of such character as will enable Secured Party to determine at any time the status thereof; (iv) will furnish the Secured Party such information concerning the Debtor and the Collateral as the Secured Party may from time to time reasonably request; (v) will permit the Secured Party or its designees, at all times, to inspect the Collateral, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Debtor, and will, upon request of the Secured Party, deliver to the Secured Party all of such records and papers that pertain to the Collateral; (vi) will, upon request of the Secured Party, stamp on its records concerning the Collateral (and/or enter in its computer records concerning the Collateral) a notation, in form reasonably satisfactory to the Secured Party, of the security interests of the Secured Party hereunder; (vii) except as consented to in writing by the Secured Party, will not sell, lease, assign or create or permit to exist any lien on or security interest in any item of Collateral to or in favor of anyone other than the Secured Party and the Senior Lender(s); (viii) will at all times keep all items of Collateral insured against loss, damage, theft and other risks, in such amounts, by such companies, under such policies and in such form as may be required pursuant to the Assignment Agreement, which policies shall contain a so-called lender's loss payable (or comparable) clause, whereby a denial of payment based on policy conditions will not prevent recovery by Secured Party, and such policies or certificates thereof shall be deposited with the Secured Party; (ix) furnish to the Secured Party no less than thirty (30) days prior to the occurrence of any change in the Locations or in Debtor's name, notice in writing of such change; and (x) will reimburse the Secured Party for all expenses, including reasonable attorneys' fees and legal expenses incurred by the Secured Party in seeking to collect or enforce any rights under this Agreement or the Assignment Agreement.