Common use of Covenants by Seller Clause in Contracts

Covenants by Seller. 10.1 After Authenticated Notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor in respect of a Purchased Account, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Purchased Accounts. After an Event of Default or after an Authenticated Notice, Purchaser shall not have the foregoing rights with respect to any Account. 10.2 From time to time as requested by Purchaser and at Seller's sole expense, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting any of the Collateral, including Seller's books, records, hardware and software and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. If Seller determines that Purchaser requests to see confidential or proprietary information of Seller, Seller may require that Purchaser or its agents being provided access to such information execute in advance Seller's standard form of confidentiality and non-disclosure agreement. However, after an Event of Default or if Purchaser in good faith believes that an Event of Default has occurred, Purchaser shall have the right to disclose such confidential or proprietary information as Purchaser deems necessary to enforce its rights and remedies. After an Event of Default and without being charged for use by Seller, Purchaser may use any of Seller's personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole but reasonable discretion, deems appropriate, and provided that Seller's business and operations shall not be disrupted thereby. If Seller hereby irrevocably authorizes all accountants and Third Parties to disclose and deliver to Purchaser at Seller's expense all financial information, books, records, work papers, management reports and other information in their possession which is relevant to the preservation and enforcement of rights granted to Purchaser herein. 10.3 Before sending any Invoice to an Account Debtor in respect of a Purchased Account, Seller shall xxxx same with a notice of assignment in form and substance as may be reasonably requested by Purchaser, however, after an Event of Default, Purchaser may send any notice it deems necessary to any Account Debtor. 10.4 Seller shall pay when due all payroll and other taxes, and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 10.5 Seller shall not create, incur, assume or permit to exist any lien upon or with respect to any Collateral now owned or hereafter acquired by Seller, except for a lien in favor of the Dolphin Investors or equipment leases or purchase money liens entered into the ordinary course of business. 10.6 Seller shall not raise any funds through the issuance or sale of Securities unless it first informs Purchaser in writing of such issuance or sale and provides Purchaser with copies of all documents which evidence the issuance or sale of any Securities. All monies raised through the issuance or sale of Securities shall be kept in segregated Deposit Account which shall be maintained with Purchaser. 10.7 Seller shall maintain insurance on all insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire, theft, business interruption and natural disaster insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies [acceptable to Purchaser in its sole but reasonable discretion]. Seller shall furnish to Purchaser: (a) upon written request, any and all information concerning such insurance carried; and (b) as requested by Purchaser consistent with the rights granted to Purchaser herein, lender loss payable endorsements (or their equivalent) in favor of Purchaser. Seller shall request that all policies of insurance provide for not less than thirty (30) day's prior written cancellation notice to Purchaser. 10.8 Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to 4.4 hereof, Seller shall deliver in kind to Purchaser within four (4) business days following the date of receipt by Seller of the amount of any payment on account of a Purchased Account. 10.9 Seller shall not register any Copyright with the United States Copyright Office or any applicable office as it relates to foreign copyrights (the "Copyright Office"), unless Seller provides Purchaser with written notice of any intent to register any Copyright at least seven (7) days before filing such registration application and Seller provides Purchaser with the actual copy of the registration application prior to its filing with the Copyright Office. Seller shall then execute a copyright mortgage or such other document or instrument as Purchaser deems reasonably necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.10 Seller shall not register any trademark, service xxxx or tradename with the United States Patent and Trademark Office, or such other office as it relates to registration of the foregoing outside of the United States (the "Trademark Office"), unless Seller provides Purchaser with written notice of any intent to register any trademark, servicemark or tradename at least seven (7) days before filing such registration application and Seller provides Purchaser with the actual copy of the registration application prior to its filing with the Trademark Office. Seller shall then execute a trademark mortgage or such other document or instrument as Purchaser deems necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.11 Seller shall not file any patent application with the United States Patent and Trademark Office, or such other office as it relates to registration of the foregoing outside of the United States (the "Patent Office"), unless Seller provides Purchaser with written notice of any intent to file a patent application at least seven (7) days before such application is filed and Seller provides Purchaser with the actual copy of the application prior to its filing with the Patent Office. Seller shall then execute and a patent mortgage or such other document or instrument as Purchaser deems necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.12 Seller shall take all commercially reasonable steps necessary to maintain the privacy and secrecy of all of the Trade Secrets.

Covenants by Seller. 10.1 After Authenticated Notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor in respect of a Purchased Account, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Purchased Accounts. After an Event of Default or after an Authenticated Notice, Purchaser shall not have the foregoing rights with respect to any Account. 10.2 From time to time as requested by Purchaser and at Seller's sole expense, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting any of the Collateral, including Seller's books, records, hardware and software and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. If Seller determines that Purchaser requests to see confidential or proprietary information of Seller, Seller may require that Purchaser or its agents being provided access to such information execute in advance Seller's standard form of confidentiality and non-disclosure agreement. However, after an Event of Default or if Purchaser in good faith believes that an Event of Default has occurred, Purchaser shall have the right to disclose such confidential or proprietary information as Purchaser deems necessary to enforce its rights and remedies. After an Event of Default and without being charged for use by Seller, Purchaser may use any of Seller's personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole but reasonable discretion, deems appropriate, and provided that Seller's business and operations shall not be disrupted thereby. If Seller hereby irrevocably authorizes all accountants and Third Parties to disclose and deliver to Purchaser at Seller's expense all financial information, books, records, work papers, management reports and other information in their possession which is relevant to the preservation and enforcement of rights granted to Purchaser herein. 10.3 Before sending any Invoice to an Account Debtor in respect of a Purchased Account, Seller shall xxxx same with a notice of assignment in form and substance as may be reasonably requested by Purchaser, however, after an Event of Default, Purchaser may send any notice it deems necessary to any Account Debtor. 10.4 Seller shall pay when due all payroll and other taxes, and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 10.5 Seller shall not create, incur, assume or permit to exist any lien upon or with respect to any Collateral now owned or hereafter acquired by Seller, except for a lien in favor of the Dolphin Investors or equipment leases or purchase money liens entered into the ordinary course of business. 10.6 Seller shall not raise any funds through the issuance or sale of Securities unless it first informs Purchaser in writing of such issuance or sale and provides Purchaser with copies of all documents which evidence the issuance or sale of any Securities. All monies raised through the issuance or sale of Securities shall be kept in segregated Deposit Account which shall be maintained with Purchaser. 10.7 Seller shall maintain insurance on all insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire, theft, business interruption and natural disaster insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies [acceptable to Purchaser in its sole but reasonable discretion]. Seller shall furnish to Purchaser: (a) upon written request, any and all information concerning such insurance carried; and (b) as requested by Purchaser consistent with the rights granted to Purchaser herein, lender loss payable endorsements (or their equivalent) in favor of Purchaser. Seller shall request that all policies of insurance provide for not less than thirty (30) day's prior written cancellation notice to Purchaser. 10.8 Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to 4.4 hereof, Seller shall deliver in kind to Purchaser within four (4) business days following the date of receipt by Seller of the amount of any payment on account of a Purchased Account. 10.9 Seller shall not register any Copyright with the United States Copyright Office or any applicable office as it relates to foreign copyrights (the "Copyright Office"), unless Seller provides Purchaser with written notice of any intent to register any Copyright at least seven (7) days before filing such registration application and Seller provides Purchaser with the actual copy of the registration application prior to its filing with the Copyright Office. Seller shall then execute a copyright mortgage or such other document or instrument as Purchaser deems reasonably necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.10 Seller shall not register any trademark, service xxxx or tradename with the United States Patent and Trademark Office, or such other office as it relates to registration of the foregoing outside of the United States (the "Trademark Office"), unless Seller provides Purchaser with written notice of any intent to register any trademark, servicemark or tradename at least seven (7) days before filing such registration application and Seller provides Purchaser with the actual copy of the registration application prior to its filing with the Trademark Office. Seller shall then execute a trademark mortgage or such other document or instrument as Purchaser deems necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.11 Seller shall not file any patent application with the United States Patent and Trademark Office, or such other office as it relates to registration of the foregoing outside of the United States (the "Patent Office"), unless Seller provides Purchaser with written notice of any intent to file a patent application at least seven (7) days before such application is filed and Seller provides Purchaser with the actual copy of the application prior to its filing with the Patent Office. Seller shall then execute and a patent mortgage or such other document or instrument as Purchaser deems necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.12 Seller shall take all commercially reasonable steps necessary to maintain the privacy and secrecy of all of the Trade Secrets.

Covenants by Seller. 10.1 8.1. After Authenticated Notice written notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor in respect of a Purchased AccountDebtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations authorizations, or the like with respect to any of the Purchased Accounts. After an Event of Default or after an Authenticated Notice, Purchaser shall not have the foregoing rights with respect to any Account. 10.2 8.2. From time to time as reasonably requested by Purchaser and Purchaser, at the sole expense of Seller's sole expense, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting any of the Collateral, including Seller's books’s books and records (solely to the extent related to the Collateral), records, hardware and software and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom there from as Purchaser may request. If Seller determines that Purchaser requests Without expense to see confidential or proprietary information of Seller, Seller may require that Purchaser or its agents being provided access to such information execute in advance Seller's standard form of confidentiality and non-disclosure agreement. However, after an Event of Default or if Purchaser in good faith believes that an Event of Default has occurred, Purchaser shall have the right to disclose such confidential or proprietary information as Purchaser deems necessary to enforce its rights and remedies. After an Event of Default and without being charged for use by SellerPurchaser, Purchaser may use any of Seller's ’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies supplies, and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole but reasonable discretion, deems appropriate, and provided that Seller's business and operations shall not be disrupted thereby. If Seller hereby irrevocably authorizes all accountants and Third Parties to disclose and deliver to Purchaser at Seller's expense all financial information, books, records, work papers, management reports and other information in their possession which is relevant to the preservation and enforcement of rights granted to Purchaser hereinCollateral. 10.3 8.3. Before sending any Invoice to an Account Debtor in respect of invoice evidencing a Purchased AccountAccount to the Account Debtor, Seller shall xxxx same with a notice the Notice of assignment in form and substance Assignment as may be reasonably requested required by Purchaser, however, after an Event of Default, Purchaser may send any notice it deems necessary to any Account Debtor. 10.4 8.4. Seller shall pay when due all payroll and other taxes, taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 10.5 8.5. Seller shall not create, incur, assume assume, or permit to exist any lien Lien upon or with respect to any Collateral now owned or hereafter acquired by Seller, except for a lien in favor of the Dolphin Investors or equipment leases or purchase money liens entered into the ordinary course of businessCollateral. 10.6 Seller shall not raise any funds through the issuance or sale of Securities unless it first informs Purchaser in writing of such issuance or sale and provides Purchaser with copies of all documents which evidence the issuance or sale of any Securities8.6. All monies raised through the issuance or sale of Securities shall be kept in segregated Deposit Account which shall be maintained with Purchaser. 10.7 Seller shall maintain insurance on all insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire, theft, business interruption and natural disaster insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies [acceptable to Purchaser in its sole but reasonable discretion]. Seller shall furnish to Purchaser: (a) upon written request, any and all information concerning such insurance carried; and (b) as requested by Purchaser consistent with the rights granted to Purchaser herein, lender loss payable endorsements (or their equivalent) in favor of Purchaser. Seller shall request that all policies of insurance provide for not less than thirty (30) day's prior written cancellation notice to Purchaser. 10.8 Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to 4.4 Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser within four (4) business days on the next Business Day following the date of receipt by Seller of the amount of any payment on account of a Purchased Account. 10.9 Seller shall not register any Copyright with the United States Copyright Office or any applicable office as it relates to foreign copyrights (the "Copyright Office"), unless Seller provides Purchaser with written notice of any intent to register any Copyright at least seven (7) days before filing such registration application and Seller provides Purchaser with the actual copy of the registration application prior to its filing with the Copyright Office. Seller shall then execute a copyright mortgage or such other document or instrument as Purchaser deems reasonably necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.10 Seller shall not register any trademark, service xxxx or tradename with the United States Patent and Trademark Office, or such other office as it relates to registration of the foregoing outside of the United States (the "Trademark Office"), unless Seller provides Purchaser with written notice of any intent to register any trademark, servicemark or tradename at least seven (7) days before filing such registration application and Seller provides Purchaser with the actual copy of the registration application prior to its filing with the Trademark Office. Seller shall then execute a trademark mortgage or such other document or instrument as Purchaser deems necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.11 Seller shall not file any patent application with the United States Patent and Trademark Office, or such other office as it relates to registration of the foregoing outside of the United States (the "Patent Office"), unless Seller provides Purchaser with written notice of any intent to file a patent application at least seven (7) days before such application is filed and Seller provides Purchaser with the actual copy of the application prior to its filing with the Patent Office. Seller shall then execute and a patent mortgage or such other document or instrument as Purchaser deems necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.12 Seller shall take all commercially reasonable steps necessary to maintain the privacy and secrecy of all of the Trade Secrets.

Covenants by Seller. 10.1 8.1. After Authenticated Notice written notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, not (a) grant any extension of time for payment of any of the Purchased its Accounts, (b) compromise or settle any of the Purchased its Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor in respect of a Purchased AccountDebtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Purchased Accounts. After an Event of Default or after an Authenticated Notice, Purchaser shall not have the foregoing rights with respect to any Account. 10.2 8.2. From time to time as requested by Purchaser and Purchaser, at the sole expense of Seller's sole expense, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller's books, ’s books and records, hardware and software and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. If Seller determines that Purchaser requests Without expense to see confidential or proprietary information of Seller, Seller may require that Purchaser or its agents being provided access to such information execute in advance Seller's standard form of confidentiality and non-disclosure agreement. However, after an Event of Default or if Purchaser in good faith believes that an Event of Default has occurred, Purchaser shall have the right to disclose such confidential or proprietary information as Purchaser deems necessary to enforce its rights and remedies. After an Event of Default and without being charged for use by SellerPurchaser, Purchaser may use any of Seller's ’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of Accounts accounts and realization on other Collateral as Purchaser, in its sole but reasonable discretion, deems appropriate, and provided that Seller's business and operations shall not be disrupted thereby. If Seller hereby irrevocably authorizes all accountants and Third Parties third parties to disclose and deliver to Purchaser at Seller's ’s expense all financial information, books, books and records, work papers, management reports and other information in their possession which is relevant relating to the preservation and enforcement of rights granted to Purchaser hereinSeller. 10.3 8.3. Before sending any Invoice to an Account Debtor in respect of a Purchased AccountDebtor, Seller shall xxxx mark same with a notice of assignment in form and substance as may be reasonably requested required by Purchaser, however, after an Event of Default, Purchaser may send any notice it deems necessary to any Account Debtor. 10.4 8.4. Seller shall pay when due all payroll and other taxes, taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 10.5 8.5. Seller shall not create, incur, assume or permit to exist any lien upon or with respect to any Collateral assets in which Purchaser now owned or hereafter acquired by Seller, except for holds a lien in favor of the Dolphin Investors or equipment leases or purchase money liens entered into the ordinary course of businesssecurity interest. 10.6 Seller shall not raise any funds through the issuance or sale of Securities unless it first informs Purchaser in writing of such issuance or sale and provides Purchaser with copies of all documents which evidence the issuance or sale of any Securities8.6. All monies raised through the issuance or sale of Securities shall be kept in segregated Deposit Account which shall be maintained with Purchaser. 10.7 Seller shall maintain insurance surety bonds and all insurances required by law to operate its business, as well as insurances on all insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including event but not limited to fire, theft, fire and business interruption and natural disaster insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in the amounts and form and with insurance companies [acceptable to Purchaser in its sole but reasonable discretion]. Seller shall furnish to Purchaser: (a) upon written request, any and all information concerning such insurance carried; and (b) as requested by Purchaser consistent with the rights granted to Purchaser herein, lender loss payable endorsements naming Purchaser as loss payee, in form and substance satisfactory to Purchaser; and (or their equivalentc) in favor at least annually and at such other times as reasonably requested by Purchaser, certificates of Purchaserinsurance from Insurance companies showing Purchaser as loss payee. Seller shall request that all All policies of insurance shall provide for not less than thirty (30) day's days prior written cancellation notice to Purchaser. 10.8 8.7. Notwithstanding that Seller has agreed Seller’s obligation to pay the Misdirected Payment Fee pursuant to 4.4 Section 3.5 hereof, Seller shall deliver in kind to Purchaser within four (4) business days following the date of receipt by Seller of pay the amount of any payment on account of a Purchased AccountAccount received by Seller to Purchaser on the next banking day following the date of receipt thereof by Seller. 10.9 Seller shall not register any Copyright with the United States Copyright Office or any applicable office as it relates to foreign copyrights (the "Copyright Office"), unless Seller provides Purchaser with written notice of any intent to register any Copyright at least seven (7) days before filing such registration application and Seller provides Purchaser with the actual copy of the registration application prior to its filing with the Copyright Office8.8. Seller shall then execute not, without Purchaser’s prior written consent, enter into any consolidation, merger, or other combination, or become a copyright mortgage partner in a partnership, a member of a joint venture, or such other document or instrument as Purchaser deems reasonably necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all a member of the Collaterala limited liability company. 10.10 Seller shall not register any trademark, service xxxx or tradename with the United States Patent and Trademark Office, or such other office as it relates to registration of the foregoing outside of the United States (the "Trademark Office"), unless Seller provides Purchaser with written notice of any intent to register any trademark, servicemark or tradename at least seven (7) days before filing such registration application and Seller provides Purchaser with the actual copy of the registration application prior to its filing with the Trademark Office8.9. Seller shall then execute not, without Purchaser’s prior written consent, have any existing, or make any new, investments in any individual or entity, or make any capital contributions or other transfers of assets to any individual or entity. 8.10. For the duration of this Agreement, Seller shall, by the third business day of each month, provide Purchaser with (i) Seller’s current customer list, including customer name, email address, mailing address, phone number and contact person, and (ii) Seller’s updated accounts receivable aging. 8.11. For the duration of this Agreement, Seller agrees that it shall not undertake any other financing or sell its future receivables to any entity other than Purchaser or Purchaser’s Affiliates without the express written consent of Purchaser and hereby acknowledges that such action may constitute a trademark mortgage or such material dilution of Purchaser’s interest in the Collateral. In the event that Seller breaches this covenant, Seller shall pay to Purchaser the sum of ten percent (10%) of the financing received without Purchaser’s consent, in addition to any other document or instrument as remedies available to Purchaser deems necessary under this Agreement. 8.12. Upon execution of this Agreement, Seller shall, if requested by Xxxxxxxxx, deliver to perfect Purchaser an executed Confession of Judgment (the “Confession of Judgment”), in the form provided by Purchaser's security interest and maintain , in favor of Purchaser in first position on all the amount of the Collateraloutstanding Obligations. 10.11 Seller shall not file any patent application with the United States Patent and Trademark Office, or such other office as it relates to registration of the foregoing outside of the United States (the "Patent Office"), unless Seller provides Purchaser with written notice of any intent to file a patent application at least seven (7) days before such application is filed and Seller provides Purchaser with the actual copy of the application prior to its filing with the Patent Office. Seller shall then execute and a patent mortgage or such other document or instrument as Purchaser deems necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.12 Seller shall take all commercially reasonable steps necessary to maintain the privacy and secrecy of all of the Trade Secrets.

Covenants by Seller. 10.1 12.1. After Authenticated Notice written notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, not (a) grant any extension of time for payment of any of the Purchased its Accounts, (b) compromise or settle any of the Purchased its Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor in respect of a Purchased AccountPayor, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Purchased Accounts. After an Event of Default or after an Authenticated Notice, Purchaser shall not have the foregoing rights with respect to any Account. 10.2 12.2. From time to time as requested by Purchaser and Purchaser, at the sole expense of Seller's sole expense, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller's books, ’s books and records, hardware and software and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. If Seller determines that Purchaser requests Without expense to see confidential or proprietary information of Seller, Seller may require that Purchaser or its agents being provided access to such information execute in advance Seller's standard form of confidentiality and non-disclosure agreement. However, after an Event of Default or if Purchaser in good faith believes that an Event of Default has occurred, Purchaser shall have the right to disclose such confidential or proprietary information as Purchaser deems necessary to enforce its rights and remedies. After an Event of Default and without being charged for use by SellerPurchaser, Purchaser may use any of Seller's ’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole but reasonable discretion, deems appropriate, and provided that Seller's business and operations shall not be disrupted thereby. If Seller hereby irrevocably authorizes all accountants and Third Parties third parties to disclose and deliver to Purchaser at Seller's ’s expense all financial information, books, books and records, work papers, management reports and other information in their possession which is relevant relating to the preservation and enforcement of rights granted to Purchaser hereinSeller. 10.3 12.3. Before sending any Invoice to an Account Debtor in respect of a Purchased AccountDebtor, Seller shall xxxx mxxx same with a such notice of assignment in form and substance as may be reasonably requested by Purchaser, however, after an Event of Default, Purchaser may send any notice it deems necessary to any Account Debtorrequire. 10.4 12.4. Seller shall pay when due all payroll and other taxes, and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 10.5 12.5. Seller shall not create, incur, assume or permit to exist any lien lien, other than Permitted Liens, upon or with respect to any Collateral assets in which Purchaser now owned or hereafter acquired by Seller, except for holds a lien in favor of the Dolphin Investors or equipment leases or purchase money liens entered into the ordinary course of businesssecurity interest. 10.6 Seller shall not raise any funds through the issuance or sale of Securities unless it first informs Purchaser in writing of such issuance or sale and provides Purchaser with copies of all documents which evidence the issuance or sale of any Securities12.6. All monies raised through the issuance or sale of Securities shall be kept in segregated Deposit Account which shall be maintained with Purchaser. 10.7 Seller shall maintain insurance on all insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire, theft, business interruption and natural disaster insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies [acceptable to Purchaser in its sole but reasonable discretion]. Seller shall furnish to Purchaser: (a) upon written request, any and all information concerning such insurance carried; and (b) as requested by Purchaser consistent with the rights granted to Purchaser herein, lender loss payable endorsements (or their equivalent) in favor of Purchaser. Seller shall request that all policies of insurance provide for not less than thirty (30) day's prior written cancellation notice to Purchaser. 10.8 Notwithstanding that Seller has agreed Seller’s obligation to pay the Misdirected Payment Fee pursuant to 4.4 hereofFee, Seller shall deliver in kind pay to Purchaser within four (4) business days on the next banking day following the date of receipt by Seller of the amount of any of: 12.6.1. Any payment on account of a Purchased Account. 10.9 Seller shall not register 12.6.2. After the occurrence of an Event of Default, any Copyright with the United States Copyright Office or any applicable office as it relates to foreign copyrights (the "Copyright Office"), unless Seller provides Purchaser with written notice payment on account of any intent to register any Copyright at least seven (7) days before filing such registration application and Seller provides Purchaser with the actual copy of the registration application prior to its filing with the Copyright Office. Seller shall then execute a copyright mortgage or such other document or instrument as Purchaser deems reasonably necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the CollateralAccount. 10.10 Seller shall not register any trademark, service xxxx or tradename with the United States Patent and Trademark Office, or such other office as it relates to registration of the foregoing outside of the United States (the "Trademark Office"), unless Seller provides Purchaser with written notice of any intent to register any trademark, servicemark or tradename at least seven (7) days before filing such registration application and Seller provides Purchaser with the actual copy of the registration application prior to its filing with the Trademark Office. Seller shall then execute a trademark mortgage or such other document or instrument as Purchaser deems necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.11 Seller shall not file any patent application with the United States Patent and Trademark Office, or such other office as it relates to registration of the foregoing outside of the United States (the "Patent Office"), unless Seller provides Purchaser with written notice of any intent to file a patent application at least seven (7) days before such application is filed and Seller provides Purchaser with the actual copy of the application prior to its filing with the Patent Office. Seller shall then execute and a patent mortgage or such other document or instrument as Purchaser deems necessary to perfect Purchaser's security interest and maintain Purchaser in first position on all of the Collateral. 10.12 Seller shall take all commercially reasonable steps necessary to maintain the privacy and secrecy of all of the Trade Secrets.