Common use of Covenants Regarding Collateral Clause in Contracts

Covenants Regarding Collateral. The Grantor shall: (a) at all times have rights in, to and under the Collateral; (b) keep and maintain separate books and records relating to the Collateral at the locations set forth on Schedule 1 in a form satisfactory to the Collateral Agent, and not remove the same without the prior written consent of the Required Lenders, and allow the Collateral Agent and its representatives access to such books and records and to the Collateral, at all reasonable times, for the purpose of examination, verification, copying, extracting and other reasonable purposes as the Collateral Agent may require; (c) deliver to the Collateral Agent promptly at its request any requested schedules, lists, invoices, bills of lading, documents of title, purchase orders, receipts, chattel paper, instruments and other items relating to the Collateral; (d) when necessary for the perfection or maintenance of the Collateral Agent's security interest in the Collateral or when reasonably requested to do so by the Collateral Agent, make, stamp or record such entries or legends on any of the Grantor's books and records relating to the Collateral or the Collateral as the Collateral Agent shall reasonably request from time to time; (e) when necessary or desirable for the perfection of the Collateral Agent's security interest in the Collateral, post notices in and about designated areas where the Collateral or any portion thereof may be stored from time to time as the Collateral Agent shall reasonably request; (f) notify the Collateral Agent in the event of material loss or damage to any material portion of the Collateral or of any material adverse change in the Collateral, or of any dispute, claim, action proceeding or other occurrence which could materially and adversely affect the interests of the Collateral Agent in the Collateral and, at the request of the Collateral Agent, appear in and defend, at the Grantor's expense, any such action or proceeding; (g) pay all expenses incurred in the delivery, storage or other handling of the Collateral promptly when due; (h) not sell, lease or otherwise dispose of, or permit the sale, lease or disposition of, any Collateral except for sales, leases and other dispositions permitted by the terms of the Credit Agreement; (i) maintain insurance on that portion of the Collateral consisting of Equipment and Inventory, of such types, coverage, form and amount and with duly licensed and reputable companies, and supply the Lenders and the Collateral Agent with certificates or other evidence satisfactory to the Lenders and the Collateral Agent as to the continuance of such insurance (all such insurance shall be payable to the Collateral Agent as an additional insured for the benefit of the Collateral Agent and the Lenders, and shall provide for thirty days' prior written notice of cancellation to the Collateral Agent and, should the Grantor fail to maintain such insurance, the same may be maintained by the Collateral Agent, at its option upon notice to the Grantor); (j) pay and discharge, or cause to be paid and discharged, all Liens, taxes, assessments and governmental charges levied, assessed or imposed upon any of the Collateral unless and to the extent only that (a) the same shall be contested in good faith and by appropriate proceedings by the Grantor, (b) written notice of such contest shall have been given to the Collateral Agent, (c) as a result of undertaking such proceedings, the Collateral is not thereby subjected to any sale, forfeiture or loss, and (d) the Grantor has established or shall establish a reserve fund for all such contested amounts satisfactory to the Collateral Agent; (k) promptly notify the Collateral Agent of any Lien, claim, security interest, right or other encumbrance arising out of or with respect to the Collateral; (l) keep and maintain the Collateral which consists of tangible personal property in good condition, working order and repair, not commit or suffer any waste of such Collateral, and make all repairs or replacements to such Collateral which may be required in accordance with prudent business practices, except that the Grantor shall not be obligated to make any repair or replacement with respect to any insured loss if the Collateral Agent has received all insurance proceeds payable as a result of such loss; (m) at the expense of the Grantor, allow the Collateral Agent acting at the direction of the Required Lenders and its duly authorized officers, agents and/or representatives upon reasonable advance notice and during normal business hours, (a) to enter upon and to examine and inspect the Collateral, (b) to discuss the Grantor's affairs and finances with any Person and verify with any Person the amount, quality, quantity, value and condition of, and any other matter relating to, the Collateral, and (c) such right of access to the Collateral as may be reasonably necessary for the proper maintenance and repair of the Collateral consisting of tangible personal property in the event of the failure by the Grantor to perform its obligations under this Security Agreement or the other Loan Documents; (n) fully perform all of the Grantor's duties under and in connection with each of the Loan Documents and each other document to which the Collateral or any part thereof relates; (o) observe and comply with all laws, regulations, ordinances, rules, and orders of any federal, state, municipal or other governmental authority relating to the Collateral and the use thereof; and (p) from time to time promptly execute and deliver to the Collateral Agent all such further assurances, security agreements, pledges, control agreements, assignments, certificates, supplemental documents and other instruments of conveyance, transfer, mortgage, pledge or change, and authorize financing statements, and do all other acts or things as the Collateral Agent may reasonably request from time to time in order to more fully create, evidence, perfect, continue, maintain and preserve the priority of the security interest in the Collateral.

Covenants Regarding Collateral. The Grantor Borrower shall: (a) at all times have rights in, to and under the Collateral; (b) keep and maintain separate books and records relating to the Collateral at the locations set forth on Schedule 1 in a form satisfactory to the Collateral Agent, and not remove the same without the prior written consent of the Required Lenders, and allow the Collateral Agent and its representatives access to such books and records and to the Collateral, at all reasonable times, for the purpose of examination, verification, copying, extracting and other reasonable purposes as the Collateral Agent may require; (c) deliver to the Collateral Agent promptly at its request any requested schedules, lists, invoices, bills of lading, documents of title, purchase orders, receipts, chattel paper, instruments and other items relating to the Collateral; (d) when necessary for the perfection or maintenance of the Collateral Agent's security interest in the Collateral or when reasonably requested to do so by the Collateral Agent, make, stamp or record such entries or legends on any of the GrantorBorrower's books and records relating to the Collateral or the Collateral as the Collateral Agent shall reasonably request from time to time; (e) when necessary or desirable for the perfection of the Collateral Agent's security interest in the Collateral, post notices in and about designated areas where the Collateral or any portion thereof may be stored from time to time as the Collateral Agent shall reasonably request; (f) notify the Collateral Agent in the event of material loss or damage to any material portion of the Collateral or of any material adverse change in the Collateral, or of any dispute, claim, action proceeding or other occurrence which could materially and adversely affect the interests of the Collateral Agent in the Collateral and, at the request of the Collateral Agent, appear in and defend, at the GrantorBorrower's expense, any such action or proceeding; (g) pay all expenses incurred in the delivery, storage or other handling of the Collateral promptly when due; (h) not sell, lease or otherwise dispose of, or permit the sale, lease or disposition of, any Collateral except for sales, leases and other dispositions permitted by the terms of the Credit Agreement; (i) maintain insurance on that portion of the Collateral consisting of Equipment and Inventory, of such types, coverage, form and amount and with duly licensed and reputable companies, and supply the Lenders and the Collateral Agent with certificates or other evidence satisfactory to the Lenders and the Collateral Agent as to the continuance of such insurance (all such insurance shall be payable to the Collateral Agent as an additional insured for the benefit of the Collateral Agent and the Lenders, and shall provide for thirty days' prior written notice of cancellation to the Collateral Agent and, should the Grantor Borrower fail to maintain such insurance, the same may be maintained by the Collateral Agent, at its option upon notice to the GrantorBorrower); (j) pay and discharge, or cause to be paid and discharged, all Liens, taxes, assessments and governmental charges levied, assessed or imposed upon any of the Collateral unless and to the extent only that (a) the same shall be contested in good faith and by appropriate proceedings by the GrantorBorrower, (b) written notice of such contest shall have been given to the Collateral Agent, (c) as a result of undertaking such proceedings, the Collateral is not thereby subjected to any sale, forfeiture or loss, and (d) the Grantor Borrower has established or shall establish a reserve fund for all such contested amounts satisfactory to the Collateral Agent; (k) promptly notify the Collateral Agent of any Lien, claim, security interest, right or other encumbrance arising out of or with respect to the Collateral; (l) keep and maintain the Collateral which consists of tangible personal property in good condition, working order and repair, not commit or suffer any waste of such Collateral, and make all repairs or replacements to such Collateral which may be required in accordance with prudent business practices, except that the Grantor Borrower shall not be obligated to make any repair or replacement with respect to any insured loss if the Collateral Agent has received all insurance proceeds payable as a result of such loss; (m) at the expense of the GrantorBorrower, allow the Collateral Agent acting at the direction of the Required Lenders and its duly authorized officers, agents and/or representatives upon reasonable advance notice and during normal business hours, (a) to enter upon and to examine and inspect the Collateral, (b) to discuss the GrantorBorrower's affairs and finances with any Person and verify with any Person the amount, quality, quantity, value and condition of, and any other matter relating to, the Collateral, and (c) such right of access to the Collateral as may be reasonably necessary for the proper maintenance and repair of the Collateral consisting of tangible personal property in the event of the failure by the Grantor Borrower to perform its obligations under this Security Agreement or the other Loan Documents; (n) fully perform all of the GrantorBorrower's duties under and in connection with each of the Loan Documents and each other document to which the Collateral or any part thereof relates; (o) observe and comply with all laws, regulations, ordinances, rules, and orders of any federal, state, municipal or other governmental authority relating to the Collateral and the use thereof; and (p) from time to time promptly execute and deliver to the Collateral Agent all such further assurances, security agreements, pledges, control agreements, assignments, certificates, supplemental documents and other instruments of conveyance, transfer, mortgage, pledge or change, and authorize financing statements, and do all other acts or things as the Collateral Agent may reasonably request from time to time in order to more fully create, evidence, perfect, continue, maintain and preserve the priority of the security interest in the Collateral.