Common use of Covenants of the Debtors Clause in Contracts

Covenants of the Debtors. The Debtors hereby covenant and agree with the Secured Party that the Debtors (a) except for Permitted Liens (as defined in the Consignment Agreement), will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) will not change their respective jurisdiction of organization without the prior written consent of the Secured Party; (c) will provide the Secured Party with twenty (20) days prior written notice of (i) any change in the principal office of the Debtors or the office where the Debtors maintain their books and records pertaining to the Customer Receivables, or (ii) the movement or location of Collateral to or at any address other than as set forth in said Exhibit B-1 and B-2; (d) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtors; (e) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (t) will have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as the Secured Party may reasonably require in writing, containing such terms, in such form, for such periods and written by such companies as may be reasonably satisfactory to the Secured Party, such insurance to be payable to the Secured Party and the Debtors as its interests may appear, and shall provide for thirty (30) days’ prior written minimum cancellation notice to the Secured Party, and the Debtors shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (g) except as permitted by the Consignment Agreement or in the ordinary course of business, will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party; (h) except for Permitted Liens, will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and fear excepted, and will not waste or destroy the Collateral or any part thereof; (i) will use the Collateral for business purposes and not in violation of any statute or ordinance; (j) will keep the Collateral in good repair, working order and condition; and fxxxxxxx.xx, time will make to such Collateral all needful and proper repairs, renewals, replacements, extensions,-additions, betterments and improvements thereto, to the extent and in the manner customary for companies in similar lines of business under similar circumstance; and (k) upon the occurrence of an Event of Default, will stamp all books and records pertaining to accounts, instruments and general intangibles to evidence the Secured Party’s security interest therein in form satisfactory to the Secured Party immediately upon the Secured Party’s written demand.

Covenants of the Debtors. The Debtors hereby covenant and agree with the Secured Party that the Debtors (a) except for Permitted Liens (as defined in the Consignment Agreementbelow), will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) will not change their respective jurisdiction of organization without the prior written consent of the Secured Party; (c) will provide the Secured Party with twenty (20) days prior written notice of (i) any change in the principal office of the Debtors or the office where the Debtors maintain their books and records pertaining to the Customer Receivables, or (ii) the movement or location of Collateral to or at any address other than as set forth in said Exhibit B-1 B-0, X-0, X-0, X-0, X-0, B-6 and B-2B-7; (d) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtors; (e) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (tf) will have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as the Secured Party may reasonably require in writing, containing such terms, in such form, for such periods and written by such companies as may be reasonably satisfactory to the Secured Party, such insurance to be payable to the Secured Party and the Debtors as its interests may appear, and shall provide for thirty (30) days’ prior written minimum cancellation notice to the Secured Party, and the Debtors shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (g) except as permitted by the Consignment Agreement or in the ordinary course of business, will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party; (h) except for Permitted Liens, will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and fear tear excepted, and will not waste or destroy the Collateral or any part thereof; (i) will use the Collateral for business purposes and not in violation of any statute or ordinance; (j) will keep the Collateral in good repair, working order and condition; , and fxxxxxxx.xx, from time to time will make to such Collateral all needful and proper repairs, renewals, replacements, extensions,-additionsextensions, additions, betterments and improvements thereto, to the extent and in the manner customary for companies in similar lines of business under similar circumstance; and (k) upon the occurrence of an Event of Default, will stamp all books and records pertaining to accounts, instruments and general intangibles to evidence the Secured Party’s security interest therein in form satisfactory to the Secured Party immediately upon the Secured Party’s written demand.

Covenants of the Debtors. The Debtors hereby So long as this Security Agreement remains in effect the Debtors, severally and jointly, covenant and agree with the Secured Party that the Debtors agree: (a) except for Permitted Liens (as defined in the Consignment Agreement), will to defend the Collateral against all the claims and demands of all persons at any time other parties claiming any the same or an interest therein; (b) will to keep the Collateral free from all encumbrances, prior to their creation or assumption and not change their respective jurisdiction of organization to sell, exchange, transfer, assign, lease or otherwise dispose or any interest therein without the prior written consent of the Secured Party; provided always that until default, the Debtors may, in the ordinary course of the Debtors’ business, sell or lease inventory and subject to section 7 hereof, use monies that may become available to the Debtors; (cb) will provide to notify the Secured Party with twenty (20) days prior written notice promptly of (i) any event causing loss or depreciation to the Collateral or any change in the principal office information contained herein relating to the Debtors, the Debtors’ business or the Collateral; (c) to keep the Collateral in good order, condition and repair and not to use the Collateral in violation of the provisions of this Security Agreement or any other agreement relating to Collateral or any policy of insurance or any applicable statute, law, by-law, rule, regulation or ordinance; (d) to do, execute, acknowledge and deliver such financing statements and further assignments, transfers, documents, acts, matters and things (including further schedules hereto) as may be reasonably requested by the Secured Party or with respect to the Collateral in order to give effect to these presents and to pay all costs for searches and filings in connection therewith; (e) to pay all taxes, rates, levies, assessments and other charges of every nature which may be lawfully levied, assessed or imposed against or in respect of the Debtors or the office where Collateral as and when the Debtors maintain their books same become due and records pertaining payable; (f) to the Customer Receivables, or (ii) the movement or location of Collateral to or at any address other than as set forth in said Exhibit B-1 and B-2; (d) will promptly pay any and all taxes, assessments and governmental charges upon insure the Collateral prior to the date penalties are attached theretofor such periods, except to the extent that in such taxesamounts, assessments on such terms and charges shall be contested in good faith by the Debtors; (e) will immediately notify the Secured Party of any event causing a substantial against loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (t) will have and maintain insurance at all times with respect to the Tangible Collateral against risks of damage by fire (including so-called extended coverage) and theft, and such other risks as the Secured Party may shall reasonably require in writing, containing such terms, in such form, for such periods and written by such companies as may be reasonably satisfactory to the Secured Party, such insurance to be direct with loss payable to the Secured Party and the Debtors Debtors, as its insureds, as their respective interests may appear, and shall provide for thirty (30) days’ prior written minimum cancellation notice to the Secured Party, and the Debtors shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; pay all premiums therefor; (g) except to prevent the Collateral, save the Inventory sold or leased as permitted hereby, from being or becoming an Accession to other property not covered by the Consignment Agreement or in the ordinary course of business, will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party; this Security Agreement; (h) except for Permitted Liens, will keep to carry on and conduct the business of the Debtors in a proper and efficient manner and so as to protect and preserve the Collateral free from any adverse lienand to keep, security interest or encumbrance in accordance with generally accepting accounting principles, consistently applied, proper books of account for the Debtors’ business as well as accurate and in good order and repair, reasonable wear and fear exceptedcomplete records concerning the Collateral, and will not waste or destroy mark any and all such records and the Collateral or any part thereof; (i) will use the Collateral for business purposes and not in violation of any statute or ordinance; (j) will keep the Collateral in good repair, working order and condition; and fxxxxxxx.xx, time will make to such Collateral all needful and proper repairs, renewals, replacements, extensions,-additions, betterments and improvements thereto, to the extent and in the manner customary for companies in similar lines of business under similar circumstance; and (k) upon the occurrence of an Event of Default, will stamp all books and records pertaining to accounts, instruments and general intangibles to evidence at the Secured Party’s security interest therein in form satisfactory request so as to indicate the Secured Party immediately upon the Secured Party’s written demandSecurity Interests.

Covenants of the Debtors. The Debtors hereby covenant and agree with will (i) upon demand, provide to the Secured Party that any information the Secured Party deems necessary in order to protect, preserve, continue, perfect, extend or maintain a valid security interest in the Collateral (free of all other Liens, claims and rights of third parties whatsoever) to secure payment of the Indebtedness, and Debtors hereby authorize the filing of any financing statement, continuation statement, inventory list, lien entry forms or other similar documents and will pay any expenses and fees incurred from time to time by Secured Party in connection therewith; (aii) keep all Inventory only at the locations set forth in Section 7 hereof or at such other addresses as shall be provided to the Secured Party at least fifteen days prior to the location of any Inventory thereat, and which address shall be acceptable to the Secured Party; (iii) keep only at the locations set forth in Section 7 hereof all records concerning Accounts, notes receivable, contracts, General Intangibles and Payment Intangibles, which records will be of such character as will enable the Secured Party or its agents or designees to determine at any time the status thereof; (iv) furnish the Secured Party such information concerning the Debtors, the Collateral and the Account Debtors as the Secured Party may from time to time reasonably request; (v) permit the Secured Party and its agents and designees from time to time to inspect the Inventory and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Debtors, and will, upon reasonable request of the Secured Party, deliver to the Secured Party all of such records and papers which pertain to the Collateral and the Account Debtors; (vi) upon request of the Secured Party, stamp on the Debtors' records concerning the Collateral, a notation, in form satisfactory to the Secured Party, of the security interest of the Secured Party hereunder; (vii) except for Permitted Liens (as defined the sale or lease of Inventory in the Consignment Agreement)ordinary course of its business, will defend not sell, lease, transfer or otherwise dispose of, assign or create or permit to exist any Lien on or security interest in any Collateral to or in favor of anyone other than the Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) will not change their respective jurisdiction of organization without Secured Party, except with the prior written consent of the Secured Party; (cviii) will provide the Secured Party with twenty (20) days prior written notice of (i) any change in the principal office of the Debtors or the office where the Debtors maintain their books and records pertaining to the Customer Receivables, or (ii) the movement or location of Collateral to or at any address other than as set forth in said Exhibit B-1 and B-2; (d) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtors; (e) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (t) will have and maintain insurance at all times keep all Collateral insured against loss, damage, theft and other risks, in such amounts, with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) such companies, under such policies and theft, and such other risks as the Secured Party may reasonably require in writing, containing such terms, in such form, for such periods and written by such companies all as may shall be reasonably satisfactory to the Secured Party, such insurance to which policies shall provide that loss thereunder shall be payable to the Debtors and the Secured Party and the Debtors as its their interests may appear, and shall provide for thirty (30) days’ prior written minimum cancellation notice to such policies or certificates thereof shall, if the Secured Party so requests, be deposited with the Secured Party; (ix) if the Collateral is of a type normally used in more than one state, and whether or not actually so used, the Debtors shall furnish the Secured Party with certificates or other evidence satisfactory will immediately give written notice to the Secured Party of compliance with the foregoing insurance provisions; (g) except as permitted by the Consignment Agreement or any change in the ordinary course of business, will not sell or offer to sell or otherwise assign, transfer or dispose location of the Collateral chief executive office or any interest therein, without the prior written consent chief place of business of the Secured Party; (h) except for Permitted Liens, will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and fear exceptedDebtors, and will not waste or destroy the Collateral or any part thereof; (i) will use the Collateral for business purposes and not in violation of any statute or ordinance; (j) will keep the transfer of any such Collateral in good repair, working order and condition; and fxxxxxxx.xx, time will make to such Collateral all needful and proper repairs, renewals, replacements, extensions,-additions, betterments and improvements thereto, to any jurisdiction other than the extent and locations set forth in the manner customary for companies in similar lines of business under similar circumstanceparagraph 7 hereof; and (kx) upon the occurrence of an Event of Default, will stamp all books and records pertaining to accounts, instruments and general intangibles to evidence the Secured Party’s security interest therein in form satisfactory to reimburse the Secured Party immediately upon for all reasonable expenses, including attorneys' fees and legal expenses, incurred by the Secured Party’s written demandParty in seeking to collect or enforce any rights in the Collateral and to collect the Leases and all other Indebtedness and to enforce its rights hereunder.

Covenants of the Debtors. The Debtors hereby covenant and agree with the Secured Party that the Debtors (a) except for Permitted Permitted. Liens (as defined in the Consignment Agreement), will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) will not change their respective jurisdiction of organization without the prior written consent of the Secured Party; (c) will provide the Secured Party with twenty (20) days prior written notice of (i) any change in the principal office of the Debtors or the office where the Debtors maintain their books and records pertaining to the Customer Receivables, or (ii) the movement or location of Collateral to or at any address other than as set forth in said Exhibit B-1 and B-2B-0, X-0, X-0, X-0, X-0, B-6 and. B-7; (d) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtors; (e) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (tf) will have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as the Secured Party may reasonably require in writing, containing such terms, in such form, for such periods and written by such companies as may be reasonably satisfactory to the Secured Party, such insurance to be payable to the Secured Party and the Debtors as its interests may appear, and shall provide for thirty (30) days’ ' prior written minimum cancellation notice to the Secured Party, and the Debtors shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (g) except as permitted by the Consignment Agreement or in the ordinary course of business, will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party; (h) except for Permitted Liens, will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and fear tear excepted, and will not waste or destroy the Collateral or any part thereof; (i) will use the Collateral for business purposes and not in violation of any statute or ordinance; (ji) will keep the Collateral in good repair, working order and condition; , and fxxxxxxx.xx, from time to time will make to such Collateral all needful and proper repairs, renewals, replacements, extensions,-additionsextensions, additions, betterments and improvements thereto, to the extent and in the manner customary for companies in similar lines of business under similar circumstance; and (k) upon the occurrence of an Event of Default, will stamp all books and records pertaining to accounts, instruments and general intangibles to evidence the Secured Party’s 's security interest therein in form satisfactory to the Secured Party immediately upon the Secured Party’s 's written demand.

Covenants of the Debtors. The Debtors hereby covenant and agree with the Secured Party that the Debtors (a) except for Permitted Liens (as defined in the Consignment Agreement), will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) will not change their respective jurisdiction of organization without the prior written consent Upon request of the Secured Party; (c) will provide , Debtor will, upon reasonable notice, permit representatives of the Secured Party with twenty (20) days prior written notice of (i) any change Party, during normal business hours, to inspect its properties included in the principal office of the Debtors or the office where the Debtors maintain their Collateral and to inspect and make abstracts from its books and records pertaining to the Customer Receivables, Collateral. (b) All policies of insurance maintained by Debtor on or (ii) the movement or location of Collateral to or at any address other than as set forth in said Exhibit B-1 and B-2; (d) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtors; (e) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (t) will have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theftshall, and such other risks as the Secured Party may reasonably require in writing, containing such terms, in such form, for such periods and written unless otherwise specified by such companies as may be reasonably satisfactory to the Secured Party, such insurance to be payable to written for the benefit of the Debtor and the Secured Party and the Debtors (as its an additional named insured) as their interests may appear, and all such policies, or certificates evidencing the same, shall provide for thirty (30) days’ prior written minimum cancellation notice be furnished to the Secured Party, and . The Debtor will cause the Debtors shall furnish carriers of its insurance to issue loss payee clauses in favor of the Secured Party with certificates or other evidence satisfactory respect to such insurance and to cause such carriers to give not less than 10 days' prior notice to the Secured Party of compliance with the foregoing insurance provisions; cancellation or non-renewal of any of such policies. (gc) except as permitted by the Consignment Agreement or in the ordinary course of business, Debtor will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest thereinnot, without the prior written consent of the Secured Party; : (h1) except for Permit any of the Collateral to be levied upon under legal process or to fall under any other Lien, other than Permitted Liens, will keep unless promptly discharged; or (2) Cause, directly or indirectly, anything to be done outside of the ordinary course of business of such Debtor which, or fail to take any action outside of the ordinary course of business of such Debtor which failure, may impair the value of the Collateral free from in any adverse lienmaterial respect (other than normal wear and tear) or the liens and security interests herein granted and/or intended to be granted hereby; or (3) Sell, lease, transfer, assign (including by virtue of assignments by operation of law), mortgage, pledge or otherwise dispose of or encumber any of the Collateral except for dispositions or encumbrances in the ordinary course of business, or permit any party other than the Secured Party and parties holding liens permitted under (1) above to perfect any security interest or encumbrance in such Collateral. (d) Debtor will maintain its books and records and its chief place of business only at the location specified in good order and repair, reasonable wear and fear excepted, Section 6 hereof and will not waste change the location of its books and records or destroy its name, or the Collateral name under which it conducts its business, or either of its addresses without giving the Secured Party 30 days' prior written notice thereof. (e) If any part thereof; (i) will use the Collateral for business purposes Event of Default shall have occurred and not in violation of any statute or ordinance; (j) shall be continuing, Debtor will keep the Collateral in good repair, working order and condition; stamp or otherwise xxxx any and fxxxxxxx.xx, time will make to such Collateral all needful and proper repairs, renewals, replacements, extensions,-additions, betterments and improvements thereto, to the extent and in the manner customary for companies in similar lines of business under similar circumstance; and (k) upon the occurrence of an Event of Default, will stamp all books and records pertaining relating to accounts, instruments and general intangibles to evidence the Secured Party’s security interest therein Collateral in form satisfactory to such manner as the Secured Party immediately upon the Secured Party’s written demandmay reasonably require.

Covenants of the Debtors. The Debtors hereby covenant and agree with will (i) upon demand, provide to the Secured Party that any information the Secured Party deems necessary in order to protect, preserve, continue, perfect, extend or maintain a valid security interest in the Collateral (free of all other Liens, claims and rights of third parties whatsoever) to secure payment of the Indebtedness, and Debtors hereby authorize the filing of any financing statement, continuation statement, inventory list, lien entry forms or other similar documents and will pay any expenses and fees incurred from time to time by Secured Party in connection therewith; (aii) keep all Inventory only at the locations set forth in Section 7 hereof or at such other addresses as shall be provided to the Secured Party at least fifteen days prior to the location of any Inventory thereat, and which address shall be acceptable to the Secured Party; (iii) keep only at the locations set forth in Section 7 hereof all records concerning Accounts, notes receivable, contracts, General Intangibles and Payment Intangibles, which records will be of such character as will enable the Secured Party or its agents or designees to determine at any time the status thereof; (iv) furnish the Secured Party such information concerning the Debtors, the Collateral and the Account Debtors as the Secured Party may from time to time reasonably request; (v) permit the Secured Party and its agents and designees from time to time to inspect the Inventory and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Debtors, and will, upon reasonable request of the Secured Party, deliver to the Secured Party all of such records and papers which pertain to the Collateral and the Account Debtors; (vi) upon request of the Secured Party, stamp on the Debtors' records concerning the Collateral, a notation, in form satisfactory to the Secured Party, of the security interest of the Secured Party hereunder; (vii) except for Permitted Liens (as defined the sale or lease of Inventory in the Consignment Agreement)ordinary course of its business, will defend not sell, lease, transfer or otherwise dispose of, assign or create or permit to exist any Lien on or security interest in any Collateral to or in favor of anyone other than the Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) will not change their respective jurisdiction of organization without Secured Party, except with the prior written consent of the Secured Party; (cviii) will provide the Secured Party with twenty (20) days prior written notice of (i) any change in the principal office of the Debtors or the office where the Debtors maintain their books and records pertaining to the Customer Receivables, or (ii) the movement or location of Collateral to or at any address other than as set forth in said Exhibit B-1 and B-2; (d) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtors; (e) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (t) will have and maintain insurance at all times keep all Collateral insured against loss, damage, theft and other risks, in such amounts, with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) such companies, under such policies and theft, and such other risks as the Secured Party may reasonably require in writing, containing such terms, in such form, for such periods and written by such companies all as may shall be reasonably satisfactory to the Secured Party, such insurance to which policies shall provide that loss thereunder shall be payable to the Debtors and the Secured Party and the Debtors as its their interests may appear, and shall provide for thirty (30) days’ prior written minimum cancellation notice to such policies or certificates thereof shall, if the Secured Party so requests, be deposited with the Secured Party; (ix) if the Collateral is of a type normally used in more than one state, and whether or not actually so used, the Debtors shall furnish the Secured Party with certificates or other evidence satisfactory will immediately give written notice to the Secured Party of compliance with the foregoing insurance provisions; (g) except as permitted by the Consignment Agreement or any change in the ordinary course of business, will not sell or offer to sell or otherwise assign, transfer or dispose location of the Collateral chief executive office or any interest therein, without the prior written consent chief place of business of the Secured Party; (h) except for Permitted Liens, will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and fear exceptedDebtors, and will not waste or destroy the Collateral or any part thereof; (i) will use the Collateral for business purposes and not in violation of any statute or ordinance; (j) will keep the transfer of any such Collateral in good repair, working order and condition; and fxxxxxxx.xx, time will make to such Collateral all needful and proper repairs, renewals, replacements, extensions,-additions, betterments and improvements thereto, to any jurisdiction other than the extent and locations set forth in the manner customary for companies in similar lines of business under similar circumstanceparagraph 7 hereof; and (kx) upon the occurrence of an Event of Default, will stamp all books and records pertaining to accounts, instruments and general intangibles to evidence the Secured Party’s security interest therein in form satisfactory to reimburse the Secured Party immediately upon for all reasonable expenses, including attorneys' fees and legal expenses, incurred by the Secured Party’s written demandParty in seeking to collect or enforce any rights in the Collateral and to collect the Revolving Note and all other Indebtedness and to enforce its rights hereunder.

Covenants of the Debtors. The Debtors hereby covenant and agree with the Secured Party that the Debtors (a) except for Permitted Liens (as defined in the Consignment Agreementbelow), will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) will not change their respective jurisdiction of organization without the prior written consent of the Secured Party; (c) will provide the Secured Party with twenty (20) days prior written notice of (i) any change in the principal office of the Debtors or the office where the Debtors maintain their books and records pertaining to the Customer Receivables, or (ii) the movement or location of Collateral to or at any address other than as set forth in said Exhibit B-1 and B-2; (d) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtors; (e) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (tf) will have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as the Secured Party may reasonably require in writing, containing such terms, in such form, for such periods and written by such companies as may be reasonably satisfactory to the Secured Party, such insurance to be payable to the Secured Party and the Debtors as its interests may appear, and shall provide for thirty (30) days’ prior written minimum cancellation notice to the Secured Party, and the Debtors shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (g) except as permitted by the Consignment Agreement or in the ordinary course of business, will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party; (h) except for Permitted Liens, will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and fear tear excepted, and will not waste or destroy the Collateral or any part thereof; (i) will use the Collateral for business purposes and not in violation of any statute or ordinance; (j) will keep the Collateral in good repair, working order and condition; , and fxxxxxxx.xx, from time to time will make to such Collateral all needful and proper repairs, renewals, replacements, extensions,-additionsextensions, additions, betterments and improvements thereto, to the extent and in the manner customary for companies in similar lines of business under similar circumstance; and (k) upon the occurrence of an Event of Default, will stamp all books and records pertaining to accounts, instruments and general intangibles to evidence the Secured Party’s security interest therein in form satisfactory to the Secured Party immediately upon the Secured Party’s written demand.