Common use of Agreements of the Debtor Clause in Contracts

Agreements of the Debtor. 5.1 GENERAL AGREEMENTS - The Debtor covenants and agrees in favour of the Lenders as follows: (a) to keep the Collateral free and clear of all taxes, assessments, liens, mortgages, charges, claims, encumbrances and security interests whatsoever, except for the Security Interest and the Permitted Liens; (b) not to sell, exchange, transfer, assign, lease or otherwise dispose of or deal in any way with the Collateral or any interest therein, or enter into any agreement or undertaking to do so; except as may be permitted in this Agreement; (c) to keep the Collateral in good condition, and to keep the Collateral located at the places warranted herein; (d) to obtain from financially responsible insurance companies and maintain insurance in respect of such risks and in such amounts as the B Unit Holders may reasonably require from time to time, and such insurance shall include a standard mortgage clause approved by the Insurance Bureau of Canada, and the Debtor agrees to cause the interest of the Lenders to be noted as its interest might appear on such policies of insurance (except public liability insurance), and to furnish the Lenders upon request with certificates of insurance and certified copies of such policies; (e) to promptly notify the Lenders of any loss or damage to the Collateral, any change in any information provided in this Agreement and the occurrence of any Event of Default; (f) to promptly pay all taxes, assessments, rates, levies, payroll deductions, vacation pay, workers' compensation assessments, and any other charges which could result in the creation of a statutory lien or deemed trust in respect of the Collateral; (g) to deliver to the Lenders such information concerning the Collateral or the Debtor as the Lenders may reasonably request from time to time, including aged lists of Inventory and Accounts and annual and monthly financial statements of the Debtor; (i) to allow the B Unit Holders to have access to all premises of the Debtor at which Collateral may be located and to inspect the Collateral and all records of the Debtor pertaining thereto from time to time; and EXHIBIT 4.21 (j) to do, make, execute and deliver such further and other assignments, transfers, deeds, agreements and other documents as may be reasonably required by the B Unit Holders to establish in favour of the B Unit Holders the Security Interest intended to be created hereby and to accomplish the intention of this Agreement.

Agreements of the Debtor. 5.1 GENERAL AGREEMENTS - The Debtor covenants and agrees in favour ------------------------ that, until the satisfaction of all of its obligations under the Lenders as followsterms of this Agreement and the Loan Documents, it will : (a) upon request of the Creditor, execute such UCC financing statements and other documents (and pay the cost of filing or recording the same or this Agreement in all public offices deemed necessary or appropriate by the Creditor) and do such other acts and things, all as the Creditor may from time to keep time request, to establish and maintain a valid, perfected security interest in the Collateral (free and clear of all taxes, assessments, other liens, mortgages, charges, claims, encumbrances claims and security interests rights of third parties whatsoever, except for ) to secure the Security Interest performance and payment of the Permitted LiensLiabilities; (b) keep all its Inventory and other Goods, unless the Creditor shall otherwise consent in writing, at the location disclosed to Creditor and not to sell, exchange, transfer, assign, lease or otherwise dispose of or deal in any way with remove the Collateral or any interest therein, or enter into any agreement or undertaking to do so; from that location except as may be permitted in this Agreementthe ordinary course of business; (c) to keep the Collateral in good condition, separate and to keep the Collateral located at the places warranted hereinidentifiable; (d) keep its records concerning Accounts and General Intangibles at the location disclosed to obtain from financially responsible insurance companies and maintain insurance in respect Creditor, which records will be of such risks character as will enable the Creditor or its designees to determine at any time the status thereof; (e) furnish the Creditor such information concerning the Debtor and in such amounts the Collateral as the B Unit Holders Creditor may from time to time reasonably require request; (f) permit the Creditor and its designees, from time to time, to inspect Debtor's Inventory and such insurance shall include a standard mortgage clause approved by the Insurance Bureau of Canada, and the Debtor agrees to cause the interest of the Lenders to be noted as its interest might appear on such policies of insurance (except public liability insurance)other Goods, and to furnish the Lenders upon request with certificates of insurance inspect, audit and certified make copies of such policies; (e) to promptly notify and extracts from all records and all other papers in the Lenders possession of any loss or damage the Debtor which pertain to the Collateral, any change in any information provided in this Agreement and will, upon request of the occurrence Creditor, deliver to the Creditor all of any Event of Default; (f) such records and papers which pertain to promptly pay all taxes, assessments, rates, levies, payroll deductions, vacation pay, workers' compensation assessments, and any other charges which could result in the creation of a statutory lien or deemed trust in respect of the Collateral; (g) to deliver to upon request of the Lenders such information Creditor, stamp on its records concerning the Collateral (and/or enter in its computer records concerning the Collateral) a notation, in form satisfactory to the Creditor, of the security interest of Creditor hereunder; (h) except in the ordinary course of its business, without the prior written consent of Creditor, not sell, lease, assign or create or permit to exist any encumbrance on any Collateral to or in favor of anyone other than the Creditor or as set forth herein; (i) at all times keep all its Inventory and other Goods insured against loss, damage, theft and other risks, in such amounts and companies and under such policies and in such form as shall be satisfactory to the Creditor, which policies shall 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 not due, in such order of application as the Creditor may determine) and that ten (10) days prior written notice of cancellation shall be given to Creditor and such policies or certificates thereof shall, if the Creditor so requests, be deposited with or furnished to the Creditor; (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 Lenders may reasonably request 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; (l) 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 Creditor, as soon as possible after the occurrence from time to timetime thereof, including aged lists of Inventory and Accounts and annual and monthly financial statements any change in the location of any portion of the Collateral or in the name of the Debtor; (ip) reimburse Creditor on demand for any payments made pursuant to allow Section 6 hereof together with interest on the B Unit Holders amount of any such payment at ten percent (10%) per annum from date of payment until reimbursement, which amounts shall be added to have access the Liabilities owed by Debtor and shall be secured by the security interest granted hereunder; (q) reimburse the Creditor for all expenses, including reasonable attorneys' fees and legal expenses, incurred by the Creditor in seeking to collect or enforce any rights under the Collateral and, in case of Default, incurred by the Creditor seeking to collect the Note and all premises of the Debtor at which Collateral may be located other Liabilities and to inspect the Collateral and all records of the Debtor pertaining thereto from time to timeenforce its rights hereunder; and EXHIBIT 4.21and (jr) to do, make, execute and deliver such further and other assignments, transfers, deeds, agreements and other documents as may be reasonably timely file all tax returns required by the B Unit Holders to establish in favour of the B Unit Holders the Security Interest intended law to be created hereby filed with respect to the operations of Debtor and to accomplish the intention of this Agreementpay all taxes imposed on Debtor for all taxable periods ending during such periods.

Agreements of the Debtor. 5.1 GENERAL AGREEMENTS - The Debtor covenants and agrees in favour of the Lenders as follows: (a) to keep will, upon request of the Collateral free Administrative Agent, execute (as applicable) and clear deliver such financing statements and other documents (and pay the cost of filing or recording the same in all taxespublic offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things, assessments, liens, mortgages, charges, claims, encumbrances as the Administrative Agent may reasonably request in connection with the perfection and enforcement of the security interests whatsoever, except for the Security Interest and the Permitted Liens; interest granted hereunder; (b) not will cause the Administrative Agent’s security interest in Collateral consisting of Investment Property to sellbe and remain continuously perfected by Control (free of all other liens, exchangeclaims and rights of third parties whatsoever, transferother than Permitted Liens) to secure the payment of the Liabilities; (c) will keep its records concerning the Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Collateral; (d) will furnish the Administrative Agent such information concerning the Debtor, assignthe Collateral and the Financial Institution as the Administrative Agent may from time to time reasonably request; (e) will, lease upon reasonable request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; (f) will pay to the Financial Institution any charges or otherwise dispose of costs imposed by the Financial Institution pursuant to agreements with the Financial Institution; (g) agrees to indemnify, defend, and hold harmless the Administrative Agent, its successors and assigns and its directors, officers, employees and agents, from and against any and all losses, liabilities, damages, obligations, deficiencies, payments, costs and expenses sustained or deal incurred by the Administrative Agent in any way arising from or related to the Administrative Agent’s actions with respect to the Collateral Financial Institution other than any such losses, liabilities, damages, obligations, deficiencies, payment costs or any interest thereinexpenses which are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent, its successors and assigns, or enter into any agreement its directors, officers, employees or undertaking to do so; except as may be permitted in this Agreement; agents and (ch) to keep will reimburse the Collateral in good conditionAdministrative Agent for all reasonable expenses, including reasonable attorneys’ fees and to keep the Collateral located at the places warranted herein; (d) to obtain from financially responsible insurance companies and maintain insurance in respect of such risks and in such amounts as the B Unit Holders may reasonably require from time to timelegal expenses, and such insurance shall include a standard mortgage clause approved incurred by the Insurance Bureau of Canada, and the Debtor agrees Administrative Agent in seeking to cause the interest of the Lenders to be noted as its interest might appear on such policies of insurance (except public liability insurance), and to furnish the Lenders upon request with certificates of insurance and certified copies of such policies; (e) to promptly notify the Lenders of collect or enforce any loss or damage to the Collateral, any change in any information provided in this Agreement and the occurrence of any Event of Default; (f) to promptly pay all taxes, assessments, rates, levies, payroll deductions, vacation pay, workers' compensation assessments, and any other charges which could result in the creation of a statutory lien or deemed trust rights in respect of the Collateral; (g) to deliver to . Any reasonable expenses incurred by the Lenders such information concerning Administrative Agent in protecting, preserving and maintaining any Collateral shall be borne by the Collateral or Debtor. Whenever an Event of Default shall be existing and continuing, the Debtor as shall at the Lenders may reasonably request from time to time, including aged lists of Inventory and Accounts and annual and monthly financial statements of the Debtor; (i) to allow the B Unit Holders to have access to all premises of the Debtor at which Collateral may be located and to inspect the Collateral Administrative Agent do any and all records of the Debtor pertaining thereto from time to time; lawful acts and EXHIBIT 4.21 (j) to do, make, execute any and deliver such further and other assignments, transfers, deeds, agreements and other all proper documents as may be reasonably required by the B Unit Holders to establish Administrative Agent in favour aid of such enforcement and the B Unit Holders Debtor shall promptly, upon demand, reimburse and indemnify the Security Interest intended to be created hereby Administrative Agent for all reasonable costs and to accomplish expenses incurred by the intention Administrative Agent in the exercise of its rights under this AgreementSection 4.

Agreements of the Debtor. 5.1 GENERAL AGREEMENTS - The Debtor covenants and agrees in favour of the Lenders as followswill: (ai) upon request of Lender, execute such Uniform Commercial Code financing statements and other documents (including, without limitation, a Security Interest in Intellectual Property in substantially the form of Annex I hereto, or any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss.3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), and pay the cost of filing or recording the same or this Hyatt Gaming Security Agreement in all public offices deemed necessary or appropriate by Lender and do such other acts and things (including, without limitation, delivery to Lender of the originals of all Instruments, Documents, Chattel Paper, letters of credit and certificated securities (indorsed in blank, marked with such legends and accompanied with such powers and assignments as required by Lender) which constitute Collateral), all as Lender may from time to time reasonably request to establish and maintain a valid, first perfected security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever other than Permitted Liens) to secure the performance and payment of the Obligations; (ii) upon request of Lender, with respect to any Investment Property which is not a certificated security, take and use its best efforts to cause all relevant parties to take such actions (including, without limitation, obtaining the agreement of any securities intermediary to comply with instructions and entitlement orders of Lender without further consent of the Debtor or other registered owner or entitlement holder) to (A) cause the security interest in such Collateral to be perfected by "control" (as used in Articles 8 and 9 of the UCC) and (B) establish and maintain a valid, perfected security interest in such Collateral, subject only to Permitted Liens (as defined in the Subordinated Loan Agreement); (iii) keep all its Inventory and other Goods, unless Lender shall otherwise consent in writing, at its own premises at address(es) shown on Schedule I hereto; (iv) keep, at its address(es) so indicated on Schedule I hereto, its records concerning Non-Tangible Collateral, which records will be of such character as will enable Lender or its designees to determine at any time the status thereof, and the Debtor will not duplicate any such records at any other address unless (A) such duplicate records are clearly and conspicuously marked to indicate that they are duplicates and (B) the Debtor has given Lender not less than 30 days' prior written notice of the address at which such duplicate records are to be kept; (v) furnish Lender such information concerning the Debtor, the Collateral free and clear the Account Debtors as Lender may from time to time reasonably request; (vi) permit Lender and its designees, from time to time during normal business hours and upon reasonable notice, to inspect Debtor's Inventory and other Goods, and to inspect, audit and make copies of and extracts from all taxesrecords and all other papers in the possession of the Debtor, assessmentsand will, liensupon request of Lender at any time when a Default or an Event of Default has occurred and is continuing, mortgagesdeliver to Lender all of such records and papers which pertain to the Collateral and the Account Debtors; (vii) upon request of Lender, chargesstamp on its books and records concerning the Collateral (and/or enter in its computer records concerning the Collateral) a notation, claimsin form reasonably satisfactory to Lender, encumbrances and of the security interests whatsoever, interest of Lender hereunder; (viii) except for the Security Interest sale or lease of Inventory in the ordinary course of its business and as permitted under the Subordinated Loan Agreement and the creation or existence of Permitted Liens, not sell, lease, assign or create or permit to exist any lien on or security interest in any Collateral to or in favor of anyone other than Lender; (bix) not at all times maintain insurance policies with reputable insurance companies insuring (A) all its Inventory and other Goods against loss by fire, damage, theft and other risks to sellsuch extent as is customarily maintained by companies similarly situated (and, exchange, transfer, assign, lease or otherwise dispose of or deal in any way event, as is required by applicable law) and naming Lender as loss payee, and (B) the Debtor and Lender against liability for personal injury and property damage relating to such Inventory and other Goods and naming Lender as an additional insured (it being understood that (1) so long as no Default or Event of Default has occurred and is continuing, Lender shall deliver any proceeds of such insurance which may be received by it to the Debtor and (2) whenever a Default or an Event of Default has occurred and is continuing, Lender may apply any proceeds of such insurance which may be received by it as set forth in Section 8, including toward payment of the Obligations, whether or not due) and such policies or certificates thereof shall, if Lender so requests, be deposited with or furnished to Lender; (x) take such actions as are necessary to keep its Inventory in good repair and condition; (xi) take such actions as are necessary to keep its Equipment in good repair and condition and in good working or running order; (xii) 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); provided, however, that the Debtor shall not be required to pay any such fee, tax, assessment or other charge if (A) 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 pay any such fee, tax, assessment or other charge, during the period of such contest or (B) the failure to pay such obligations could not, individually or in the aggregate, reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein, other than as a result of a Permitted Lien; (xiii) upon request of Lender, 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 Lender in the Equipment covered thereby; (xiv) furnish to Lender, as soon as possible and in any event within thirty (30) days prior to the occurrence from time to time of (A) any change in the address of the Debtor's chief executive office, (B) any change in the name of the Debtor or enter into (C) the conduct of business under any agreement trade name not disclosed on Schedule III hereto, notice in writing of such change or undertaking conduct of business; (xv) reimburse Lender for all reasonable expenses, including attorneys' fees and legal expenses, incurred by Lender in seeking to collect or enforce any rights under the Collateral and, in the case of a Default or an Event of Default, incurred by Lender in seeking to collect any of the Obligations and to enforce its rights hereunder; (xvi) protect, preserve and maintain all rights in the Collateral, including but not limited to the duty to prosecute and/or defend against, subject to the Debtor's reasonable business judgment, any and all suits contesting infringement, misappropriation or dilution of the Intellectual Property, any other suits containing allegations respecting the validity of the Collateral or any portion thereof and any suits claiming injury to the goodwill associated with any of the trademarks or trademark applications; (xvii) furnish to Lender, as soon as possible and in any event within thirty (30) days after filing of any application for registration of any trademark, patent or copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office in any other country or political subdivision thereof, notice in writing of such filing; (xviii) either itself or through licensees with respect to each material trademark and trademark application, (A) subject to the Debtor's reasonable business judgment, (1) continue to use such trademark on each and every trademark class of goods applicable to its current line as reflected in its current brochures, advertisements and any other promotional materials in order to maintain such trademark in full force free from any claim of abandonment for non-use, (2) maintain as in the past the quality of products and services offered under such trademark, (3) not (and not permit any licensee or sublicensee thereto to) abandon any trademark or do any act or knowingly omit to do so; except any act whereby any trademark may become invalidated or otherwise impaired, (B) employ such trademark with the appropriate notice of application or registration as may be permitted required by applicable law, and (C) not adopt any use or xxxx which is confusingly similar or a colorable imitation of such trademark unless Lender has perfected a security interest in such xxxx pursuant to this Hyatt Gaming Security Agreement; (cxix) use its best efforts to keep prevent the Collateral in good conditionforfeiture, and abandonment or dedication to keep the Collateral located at the places warranted hereinpublic of any material patent or patent application; (dxx) itself or through its licensee, subject to the Debtor's reasonable business judgment, (A) employ each material copyright, (B) not (and not permit any licensee or sublicensee thereto to) (1) do any act or knowingly omit to do any act whereby any material portions of such copyright may become invalidated or otherwise impaired, and (2) do any act whereby any material portion of such copyrights may fall into the public domain; (xxi) use its best efforts, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office in any other country or political subdivision thereof, to maintain and pursue each application (and obtain the relevant registration) and registration of such Intellectual Property including, filing of applications for renewals, affidavits of use and affidavits of incontestability; (xxii) register all (A) material non-registered copyrights and (B) material after-acquired copyrights with the United States Copyright Office; and (xxiii) use its best efforts to obtain from financially responsible insurance companies all necessary approvals or consents of the relevant Gaming Authority or Liquor License Authority for the grant of a security interest to Lender in such gaming devices, licenses, permits and maintain insurance any interests in respect such gaming devices, licenses or permits (excluding Gaming Licenses and Liquor Licenses) without which, the grant of a security interest therein is prohibited, as of the date hereof, by applicable Gaming Laws or Liquor Laws. Any reasonable expenses incurred in protecting, preserving and maintaining any of the Collateral shall be borne by the Debtor. Whenever a Default or an Event of Default has occurred and is continuing, Lender shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the Debtor shall at the request of Lender do any and all lawful acts and execute any and all proper documents required by Lender in aid of such risks and in such amounts as the B Unit Holders may reasonably require from time to time, and such insurance shall include a standard mortgage clause approved by the Insurance Bureau of Canada, enforcement and the Debtor agrees to cause the interest of the Lenders to be noted as its interest might appear on such policies of insurance (except public liability insurance)shall promptly, upon demand, reimburse and to furnish the Lenders upon request with certificates of insurance indemnify Lender for all reasonable costs and certified copies of such policies; (e) to promptly notify the Lenders of any loss or damage to the Collateral, any change in any information provided in this Agreement and the occurrence of any Event of Default; (f) to promptly pay all taxes, assessments, rates, levies, payroll deductions, vacation pay, workers' compensation assessments, and any other charges which could result expenses incurred by Lender in the creation exercise of a statutory lien its rights under this Section 6. Notwithstanding the foregoing, Lender shall have no obligations or deemed trust in respect of the Collateral; (g) to deliver to the Lenders such information concerning liabilities regarding the Collateral or the Debtor any portion thereof by reason of, or arising out of, this Hyatt Gaming Security Agreement except as the Lenders may reasonably request from time to time, including aged lists of Inventory and Accounts and annual and monthly financial statements of the Debtor; (i) to allow the B Unit Holders to have access to all premises of the Debtor at which Collateral may be located and to inspect the Collateral and all records of the Debtor pertaining thereto from time to time; and EXHIBIT 4.21 (j) to do, make, execute and deliver such further and other assignments, transfers, deeds, agreements and other documents as may be reasonably required by the B Unit Holders to establish set forth in favour of the B Unit Holders the Security Interest intended to be created hereby and to accomplish the intention of this Agreementsubsection 9.1.

Agreements of the Debtor. 5.1 GENERAL AGREEMENTS - The Debtor covenants and agrees in favour ----------------------- that, until the satisfaction of all of its obligations under the Lenders as followsterms of this Agreement and the Loan Documents, it will : (a) upon request of the Creditor, execute such UCC financing statements and other documents (and pay the cost of filing or recording the same or this Agreement in all public offices deemed necessary or appropriate by the Creditor) and do such other acts and things, all as the Creditor may from time to keep time request, to establish and maintain a valid, perfected security interest in the Collateral (free and clear of all taxes, assessments, other liens, mortgages, charges, claims, encumbrances claims and security interests rights of third parties whatsoever, except for ) to secure the Security Interest performance and payment of the Permitted LiensLiabilities; (b) keep all its Inventory and other Goods, unless the Creditor shall otherwise consent in writing, at the location disclosed to Creditor and not to sell, exchange, transfer, assign, lease or otherwise dispose of or deal in any way with remove the Collateral or any interest therein, or enter into any agreement or undertaking to do so; from that location except as may be permitted in this Agreementthe ordinary course of business; (c) to keep the Collateral in good condition, separate and to keep the Collateral located at the places warranted hereinidentifiable; (d) keep its records concerning Accounts and General Intangibles at the location disclosed to obtain from financially responsible insurance companies and maintain insurance in respect Creditor, which records will be of such risks character as will enable the Creditor or its designees to determine at any time the status thereof; (e) furnish the Creditor such information concerning the Debtor and in such amounts the Collateral as the B Unit Holders Creditor may from time to time reasonably require request; (f) permit the Creditor and its designees, from time to time, to inspect Debtor's Inventory and such insurance shall include a standard mortgage clause approved by the Insurance Bureau of Canada, and the Debtor agrees to cause the interest of the Lenders to be noted as its interest might appear on such policies of insurance (except public liability insurance)other Goods, and to furnish the Lenders upon request with certificates of insurance inspect, audit and certified make copies of such policies; (e) to promptly notify and extracts from all records and all other papers in the Lenders possession of any loss or damage the Debtor which pertain to the Collateral, any change in any information provided in this Agreement and will, upon request of the occurrence Creditor, deliver to the Creditor all of any Event of Default; (f) such records and papers which pertain to promptly pay all taxes, assessments, rates, levies, payroll deductions, vacation pay, workers' compensation assessments, and any other charges which could result in the creation of a statutory lien or deemed trust in respect of the Collateral; (g) to deliver to upon request of the Lenders such information Creditor, stamp on its records concerning the Collateral (and/or enter in its computer records concerning the Collateral) a notation, in form satisfactory to the Creditor, of the security interest of Creditor hereunder; (h) except in the ordinary course of its business, without the prior written consent of Creditor, not sell, lease, assign or create or permit to exist any encumbrance on any Collateral to or in favor of anyone other than the Creditor or as set forth herein; (i) at all times keep all its Inventory and other Goods insured against loss, damage, theft and other risks, in such amounts and companies and under such policies and in such form as shall be satisfactory to the Creditor, which policies shall 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 not due, in such order of application as the Creditor may determine) and that ten (10) days prior written notice of cancellation shall be given to Creditor and such policies or certificates thereof shall, if the Creditor so requests, be deposited with or furnished to the Creditor; (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 Lenders may reasonably request 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; (l) 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 Creditor, as soon as possible after the occurrence from time to timetime thereof, including aged lists of Inventory and Accounts and annual and monthly financial statements any change in the location of any portion of the Collateral or in the name of the Debtor; (ip) reimburse Creditor on demand for any payments made pursuant to allow Section 6 hereof together with interest on the B Unit Holders amount of any such payment at ten percent (10%) per annum from date of payment until reimbursement, which amounts shall be added to have access the Liabilities owed by Debtor and shall be secured by the security interest granted hereunder; (q) reimburse the Creditor for all expenses, including reasonable attorneys' fees and legal expenses, incurred by the Creditor in seeking to collect or enforce any rights under the Collateral and, in case of Default, incurred by the Creditor seeking to collect the Note and all premises of the Debtor at which Collateral may be located other Liabilities and to inspect the Collateral and all records of the Debtor pertaining thereto from time to timeenforce its rights hereunder; and EXHIBIT 4.21and (jr) to do, make, execute and deliver such further and other assignments, transfers, deeds, agreements and other documents as may be reasonably timely file all tax returns required by the B Unit Holders to establish in favour of the B Unit Holders the Security Interest intended law to be created hereby filed with respect to the operations of Debtor and to accomplish the intention of this Agreementpay all taxes imposed on Debtor for all taxable periods ending during such periods.

Agreements of the Debtor. 5.1 GENERAL AGREEMENTS - The Debtor covenants and agrees in favour of the Lenders as follows: (a) to keep the Collateral free and clear of all taxes, assessments, liens, mortgages, charges, claims, encumbrances and security interests whatsoever, except for the Security Interest and the Permitted Liens; (b) not to sell, exchange, transfer, assign, lease or otherwise dispose of or deal in any way with the Collateral or any interest therein, or enter into any agreement or undertaking to do so; except as may be permitted in this Agreement; (c) to keep the Collateral in good condition, and to keep the Collateral located at the places warranted herein; (d) to obtain from financially responsible insurance companies and maintain insurance in respect of such risks and in such amounts as the B Unit Holders may reasonably require from time to time, and such insurance shall include a standard mortgage clause approved by the Insurance Bureau of Canada, and the Debtor agrees to cause the interest of the Lenders to be noted as its interest might appear on such policies of insurance (except public liability insurance), and to furnish the Lenders upon request with certificates of insurance and certified copies of such policies; (e) to promptly notify the Lenders of any loss or damage to the Collateral, any change in any information provided in this Agreement and the occurrence of any Event of Default; (f) to promptly pay all taxes, assessments, rates, levies, payroll deductions, vacation pay, workers' compensation assessments, and any other charges which could result in the creation of a statutory lien or deemed trust in respect of the Collateral; (g) to deliver to the Lenders such information concerning the Collateral or the Debtor as the Lenders may reasonably request from time to time, including aged lists of Inventory and Accounts and annual and monthly financial statements of the Debtor; (i) to allow the B Unit Holders to have access to all premises of the Debtor at which Collateral may be located and to inspect the Collateral and all records of the Debtor pertaining thereto from time to time; and EXHIBIT 4.214.5 (j) to do, make, execute and deliver such further and other assignments, transfers, deeds, agreements and other documents as may be reasonably required by the B Unit Holders to establish in favour of the B Unit Holders the Security Interest intended to be created hereby and to accomplish the intention of this Agreement.