Common use of Covenants Relating to Collateral Clause in Contracts

Covenants Relating to Collateral. Obligor covenants that: (a) It shall at all times: (i) be the sole owner of each and every item of Collateral, (ii) defend the Collateral against the claims and demands of all persons and (iii) in the case of tangible property constituting part of the Collateral, (A) properly maintain and keep in good order and repair such property and (B) keep such property fully insured with responsible companies acceptable to BNY against such risks as such Collateral may be subject to, or as BNY may request, under policies containing loss payable clauses naming BNY as loss payee as its interests may appear and otherwise in form and substance satisfactory to BNY, and providing that: (1) all proceeds thereof shall be payable to BNY, (2) such insurance shall not be affected by any act or neglect of Obligor or other owner of the property described in such policy; and (3) such policy and loss payable clause may not be cancelled or amended except upon thirty days' prior written notice to BNY; (b) It will comply in all material respects with the requirements of all leases, mortgages and other instruments relating to premises where any Collateral is located; (c) It will not sell or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, (i) accounts may be collected in the ordinary course of business, and (ii) inventory may be sold in the ordinary course of business, and (iii) worn out or obsolete equipment may be sold by Obligor and (iv) as otherwise agreed to by BNY; (d) It will give BNY prompt notice of (i) any change in (A) its name, identity or corporate structure, (B) the location of its chief executive office or any other place of business, or (C) the location of any of the Collateral or its books and records concerning any accounts, (ii) the location of each new place of business opened by Obligor, (iii) each new location of any Collateral, and (iv) any substantial loss or depreciation in the value of any of the Collateral, and will provide BNY with such other information as to the Collateral as BNY may request. (e) It will (i) whether or not BNY shall have exercised its rights under Section 4(b)(iii) hereof, receive and hold all Distributions (other than Ordinary Distributions BNY has released pursuant to the provisions of Section 4(c) hereof) and other Instrument Collateral in trust for BNY, and not commingle the same with any of its other funds or property and immediately deliver the same to BNY in the identical form received and (ii) give BNY copies of all notices and other communications received by Obligor with respect to any instruments registered in the name of Obligor constituting part of the Collateral.

Covenants Relating to Collateral. Obligor covenants thatCompany hereby agrees: (a) It shall at to perform all times: (i) acts that may be the sole owner of each necessary to maintain, preserve, protect and every item of Collateral, (ii) defend the Collateral against the claims and demands of all persons and (iii) in the case of tangible property constituting part of perfect the Collateral, (A) properly maintain the Lien granted to Collateral Agent therein and keep in good order the perfection and repair priority of such property and (B) keep such property fully insured with responsible companies acceptable to BNY against such risks as such Collateral may be subject toLien, or as BNY may request, under policies containing loss payable clauses naming BNY as loss payee as its interests may appear and otherwise in form and substance satisfactory to BNY, and providing that: (1) all proceeds thereof shall be payable to BNY, (2) such insurance shall not be affected by any act or neglect of Obligor or other owner of the property described in such policy; and (3) such policy and loss payable clause may not be cancelled or amended except upon thirty days' prior written notice to BNYfor Permitted Liens; (b) It will comply in all material respects with the requirements of all leases, mortgages and other instruments relating not to premises where use or permit any Collateral is locatedto be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) It will to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without written notice to Collateral Agent, (i) not to change Company's name or its chief executive office, (ii) not to change Company’s state of incorporation; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Collateral Agent to perfect, maintain and protect its Lien hereunder and the priority thereof; and (f) not to sell or otherwise dispose of or transfer any Collateral or right or interest therein, and to keep the Collateral free of all Liens except Permitted Liens; providedthat Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, Collateral (iexcluding Royalty Payments) accounts may be collected in the ordinary course of business, and (ii) inventory may be sold in the ordinary course of businessincluding, and (iii) worn out or obsolete equipment may be sold by Obligor and (iv) as otherwise agreed to by BNY; (d) It will give BNY prompt notice of without limitation, (i) any change in (A) its name, identity or corporate structure, (B) the location sale of its chief executive office or any other place of business, or (C) the location of any of the Collateral or its books and records concerning any accountsinventory, (ii) the location dispositions of each new place of business opened by Obligorworn-out or obsolete equipment, (iii) each new location licenses and similar arrangements for the use of any Collateralthe property of Company, and (iv) any substantial loss or depreciation in the value transfers of any of the Collateral, property and will provide BNY with such other information as to the Collateral as BNY may requestassets for fair value. (eg) It will that notwithstanding anything in this Security Agreement, within twenty (20) days of the date hereof, Company shall have (i) whether or not BNY shall have exercised its rights under Section 4(b)(iii) hereofnotified Sony Corporation and Sony Computer Entertainment, receive and hold Inc., with acknowledgement thereof from each of them, to direct all Distributions (other than Ordinary Distributions BNY has released pursuant Royalty Payments to a deposit account established for the provisions sole purpose of Section 4(c) hereof) and other Instrument Collateral in trust for BNY, and not commingle the same with any of its other funds or property and immediately deliver the same to BNY in the identical form received receiving such Royalty Payments and (ii) give BNY copies of all notices established such deposit account and other communications received by Obligor with respect entered into an account control agreement, in form and substance reasonably satisfactory to any instruments registered Company, the Collateral Agent and the Investors, to perfect the first priority security interest in the name of Obligor constituting part of the Collateralsuch deposit account granted herein.

Covenants Relating to Collateral. Obligor covenants that: The Guarantor hereby agrees (a) It shall at to perform all times: acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to the Lender therein and the perfection and priority of such Lien, including without limitation, executing, delivering to the Lender, and/or recording, as the Lender may request, title documents and/or lien certificates sufficient to create and perfect the Lien on the Collateral; (b) not to use or permit any Collateral to be used (i) be the sole owner in violation in any material respect of each and every item of Collateralany applicable law, rule or regulation, or (ii) defend the Collateral against the claims and demands in violation of all persons and (iii) in the case any policy of tangible property constituting part of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (Ad) properly maintain and keep in good order and repair such property and (B) keep such property fully insured with responsible companies acceptable to BNY against such risks as such Collateral may be subject to, or as BNY may request, under policies containing loss payable clauses naming BNY as loss payee as its interests may appear and otherwise in form and substance satisfactory to BNY, and providing that: (1) all proceeds thereof shall be payable to BNY, (2) such insurance shall not be affected by any act or neglect of Obligor or other owner of the property described in such policy; and (3) such policy and loss payable clause may not be cancelled or amended except upon thirty without 30 days' prior ’ written notice to BNY; (b) It will comply in all material respects with the requirements of all leasesLender, mortgages and other instruments relating not to premises where any Collateral is located; (c) It will not sell or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, (i) accounts may be collected in the ordinary course of business, and (ii) inventory may be sold in the ordinary course of business, and (iii) worn out or obsolete equipment may be sold by Obligor and (iv) as otherwise agreed to by BNY; (d) It will give BNY prompt notice of (i) any change in (A) its name, identity or corporate structure, (B) the location of its chief executive office or any other place of business, or (C) the location of any of the Collateral; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by the Lender to perfect, maintain and protect its Lien hereunder and the priority thereof; (f) to appear in and defend any action or proceeding which may affect its title to or the Lender’s interest in the Collateral; (g) not to surrender or lose possession of (other than to the Lender), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or its books and records concerning any accounts, (ii) the location of each new place of business opened by Obligor, (iii) each new location of any Collateralright or interest therein, and to keep the Collateral free of all Liens; (ivh) any substantial loss or depreciation in to comply with all material requirements of law relating to the value of any production, possession, operation, maintenance and control of the Collateral, ; and will provide BNY with such other information as to the Collateral as BNY may request. (e) It will (i) whether or not BNY shall have exercised to permit the Lender and its rights under Section 4(b)(iii) hereofrepresentatives the right, receive at any time during normal business hours, upon reasonable prior notice, to visit and hold all Distributions (other than Ordinary Distributions BNY has released pursuant to the provisions of Section 4(c) hereof) and other Instrument Collateral in trust for BNY, and not commingle the same with any of its other funds or property and immediately deliver the same to BNY in the identical form received and (ii) give BNY copies of all notices and other communications received by Obligor with respect to any instruments registered in the name of Obligor constituting part of inspect the Collateral.

Covenants Relating to Collateral. Obligor covenants that: (a) : It shall at all times: (i) be the sole owner of each and every item of Collateral, subject to Permitted Liens, (ii) defend the Collateral against the claims and demands of all persons and (iii) in the case of tangible property constituting part of the Collateral, (A) properly maintain and keep in good order and repair such property property, ordinary wear and tear excepted, and (B) keep such property fully insured with responsible companies acceptable to BNY against such risks as such Collateral may be subject to, or as BNY may requestare customary in Obligor's industry, under policies containing loss payable and additional insured clauses or endorsements naming BNY Telifonda as loss payee and/or additional insured as its interests may appear and otherwise in form and substance satisfactory to BNYappear, and providing that: (1) all proceeds thereof shall be payable to BNY, (2) that such insurance shall not be affected by any act or neglect of Obligor or other owner of the property described in such policy; and (3) such policy and loss payable clause policies may not be cancelled or amended except upon thirty no less than ten days' prior written notice to BNY; (b) Telifonda; It will comply in all material respects with the requirements of all leases, mortgages and other instruments relating to premises where any Collateral is located; (c) ; It will not sell or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, (i) accounts may be collected in the ordinary course of business, and business (ii) inventory or farm products may be sold in the ordinary course of business, ; and (iii) worn out or obsolete equipment may be sold by Obligor and (iv) as otherwise agreed to by BNY; (d) disposed of; It will give BNY Telifonda prompt notice of (i) any change in (A) its name, identity or corporate structure, (B) the location of its chief executive office or any other place of business, or (C) the location of any of the Collateral or its books and records concerning any accounts, (ii) the location of each new place of business opened by Obligor, (iii) each new location of any Collateral, and (iv) any substantial loss or depreciation in the value of any of the Collateral, and will provide BNY Telifonda with such other information as to the Collateral as BNY Telifonda may reasonably request. (e) . It will (i) whether or not BNY shall have exercised its rights under Section 4(b)(iii) hereof, receive and hold all Distributions (other than Ordinary Distributions BNY has released pursuant to the provisions of Section 4(c) hereof) and other Instrument Collateral in trust for BNYTelifonda, and not commingle upon demand by Telifonda after the same with any occurrence of its other funds or property and a Default under the Note that is continuing, immediately deliver the same to BNY Telifonda in the identical form received and (ii) upon the request of Telifonda, give BNY Telifonda copies of all notices and other communications received by Obligor with respect to any instruments registered in the name of Obligor constituting part of the Collateral.

Covenants Relating to Collateral. Obligor Debtor hereby covenants thatand agrees: (a) It shall at To perform all times: acts that may be necessary (iincluding such actions as Secured Party may reasonably request) be the sole owner of each to maintain, preserve, protect and every item of Collateral, (ii) defend the Collateral against the claims and demands of all persons and (iii) in the case of tangible property constituting part of perfect the Collateral, (A) properly maintain the Lien granted to Secured Party therein and keep in good order the perfection and repair priority of such property and (B) keep such property fully insured with responsible companies acceptable to BNY against such risks as such Collateral may be subject toLien, or as BNY may request, under policies containing loss payable clauses naming BNY as loss payee as its interests may appear and otherwise in form and substance satisfactory to BNY, and providing that: (1) all proceeds thereof shall be payable to BNY, (2) such insurance shall not be affected by any act or neglect of Obligor or other owner of the property described in such policy; and (3) such policy and loss payable clause may not be cancelled or amended except upon thirty days' prior written notice to BNYfor Permitted Liens; (b) It will comply in all material respects with the requirements of all leasesNot to create or suffer to exist any Lien upon any Collateral, mortgages and other instruments relating to premises where any Collateral is locatedexcept Permitted Liens; (c) It will Not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (d) To pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (e) Without written notice to Secured Party, (i) not sell to change Debtor’s name, place of business (or, if Debtor has more than one place of business, its chief executive office), location of any material portion of the Collateral or the office in which Debtor’s records relating to accounts receivable and payment intangibles are kept, (ii) not to change Debtor’s state of incorporation; (f) To procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof; (g) Not to surrender or lose possession of (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, (i) accounts may be collected Collateral in the ordinary course of businessbusiness consisting of (i) the sale of inventory, and (ii) inventory may be sold in the ordinary course sales of businessworn-out or obsolete equipment, and (iii) worn out or obsolete equipment may be sold by Obligor non-exclusive licenses and (iv) as otherwise agreed to by BNYsimilar arrangements for the use of the property of Debtor; (dh) It will give BNY prompt notice To collect, enforce and receive delivery of the accounts receivable and payment intangibles in accordance with past practice until otherwise notified by Secured Party; (i) any change in (A) To maintain, at its nameexpense, identity or corporate structure, (B) the location of its chief executive office or any other place of business, or (C) the location of any of insurance policies insuring the Collateral or its books and records concerning any accounts, (ii) the location of each new place of business opened by Obligor, (iii) each new location of any Collateral, and (iv) any substantial against loss or depreciation in the value of any of the Collateraldamage by fire, theft, explosion, sprinklers and will provide BNY with all other hazards and risks, such other information as policies to the Collateral as BNY may request. (e) It will (i) whether or not BNY shall have exercised its rights under Section 4(b)(iii) hereof, receive be of a type and hold all Distributions (other than Ordinary Distributions BNY has released pursuant in coverage amounts as are customary to the provisions of Section 4(c) hereof) and other Instrument Collateral in trust for BNY, and not commingle the same with any of its other funds or property and immediately deliver the same businesses similar to BNY in the identical form received Company’s and (ii) give BNY copies name Secured Party as loss payee thereunder; (j) To comply with all material requirements of all notices law relating to the production, possession, operation, maintenance and other communications received by Obligor with respect to any instruments registered in the name of Obligor constituting part control of the Collateral; and (k) To permit Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of Debtor and its corporate, financial and operating records, and make abstracts therefrom, and to discuss Debtor’s affairs, finances and accounts with its directors and officers.

Covenants Relating to Collateral. Obligor covenants thatCompany hereby agrees: (a) It shall at to perform all times: (i) acts that may be the sole owner of each necessary to maintain, preserve, protect and every item of Collateral, (ii) defend the Collateral against the claims and demands of all persons and (iii) in the case of tangible property constituting part of perfect the Collateral, (A) properly maintain the Lien granted to Secured Party therein and keep in good order the perfection and repair priority of such property and (B) keep such property fully insured with responsible companies acceptable to BNY against such risks as such Collateral may be subject toLien, or as BNY may request, under policies containing loss payable clauses naming BNY as loss payee as its interests may appear and otherwise in form and substance satisfactory to BNY, and providing that: (1) all proceeds thereof shall be payable to BNY, (2) such insurance shall not be affected by any act or neglect of Obligor or other owner of the property described in such policy; and (3) such policy and loss payable clause may not be cancelled or amended except upon thirty days' prior written notice to BNYfor Permitted Liens; (b) It will comply in all material respects with the requirements of all leases, mortgages and other instruments relating not to premises where use or permit any Collateral is locatedto be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) It will to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without written notice to Secured Party, (i) not to change Company’s name or its chief executive office, (ii) not to change Company’s state of incorporation; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof; and (f) not to sell or otherwise dispose of or transfer any Collateral or right or interest therein, and to keep the Collateral free of all Liens except Permitted Liens; provided that Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, Collateral (iexcluding Royalty Payments) accounts may be collected in the ordinary course of business, and (ii) inventory may be sold in the ordinary course of businessincluding, and (iii) worn out or obsolete equipment may be sold by Obligor and (iv) as otherwise agreed to by BNY; (d) It will give BNY prompt notice of without limitation, (i) any change in (A) its name, identity or corporate structure, (B) the location sale of its chief executive office or any other place of business, or (C) the location of any of the Collateral or its books and records concerning any accountsinventory, (ii) the location dispositions of each new place of business opened by Obligorworn-out or obsolete equipment, (iii) each new location licenses and similar arrangements for the use of any Collateralthe property of Company, and (iv) any substantial loss or depreciation in the value transfers of any of the Collateral, property and will provide BNY with such other information as to the Collateral as BNY may requestassets for fair value. (eg) It will that notwithstanding anything in this Security Agreement, within twenty (20) days of the date hereof, Company shall have (i) whether or not BNY shall have exercised its rights under Section 4(b)(iii) hereofnotified Sony Corporation and Sony Computer Entertainment, receive and hold Inc., with acknowledgement thereof from each of them, to direct all Distributions (other than Ordinary Distributions BNY has released pursuant Royalty Payments to a deposit account established for the provisions sole purpose of Section 4(c) hereof) and other Instrument Collateral in trust for BNY, and not commingle the same with any of its other funds or property and immediately deliver the same to BNY in the identical form received receiving such Royalty Payments and (ii) give BNY copies of all notices established such deposit account and other communications received by Obligor with respect entered into an account control agreement, in form and substance reasonably satisfactory to any instruments registered Company and Secured Party, to perfect the first priority security interest in the name of Obligor constituting part of the Collateralsuch deposit account granted herein.

Covenants Relating to Collateral. Obligor covenants that: (a) a. It shall at all times: (i) be the sole owner of each and every item of Collateral, (ii) defend the Collateral against the claims and demands of all persons and (iii) in the case of tangible property constituting part of the Collateralcollateral, (A) properly maintain and keep in good order and repair such property and (B) keep such property fully insured with responsible companies acceptable to BNY GMAC against such risks as such Collateral may be subject to, or as BNY GMAC may request, under policies containing loss payable clauses naming BNY GMAC as loss payee as its interests may appear and otherwise in form and substance satisfactory to BNYGMAC, and providing that: (1) all proceeds thereof shall be payable to BNY, GMAC; (2) such insurance shall not be affected by any act or neglect of Obligor or other owner of the property described in such policy; and (3) such policy and loss payable clause may not be cancelled canceled or amended except upon thirty ten days' prior written notice to BNYGMAC; (b) b. It will comply in all material respects with the requirements of all leases, mortgages and other instruments relating to premises where any Collateral is located; (c) c. It will not sell or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, (i) accounts may be collected in the ordinary course of business, business and (ii) inventory or farm products may be sold in the ordinary course of business, and (iii) worn out or obsolete equipment may be sold by Obligor and (iv) as otherwise agreed to by BNY;. (d) d. It will give BNY GMAC prompt notice of (i) any change in (A) its name, identity or corporate structure, (B) the location of its chief executive office or any other place of business, or (C) the location of any of the Collateral or its books and records concerning any accounts, (ii) the location of each new place of business opened by Obligor, (iii) each new location of any Collateral, and (iv) any substantial loss or depreciation in the value of any of the Collateral, and will provide BNY GMAC with such other information as to the Collateral as BNY GMAC may request. (e) e. It will (i) whether or not BNY GMAC shall have exercised its rights under Section 4(b)(iii4(b) (iii) hereof, receive and hold all Distributions (other than Ordinary Distributions BNY GMAC has released pursuant to the provisions of Section 4(c) hereof) and other Instrument Collateral in trust for BNYGMAC, and not commingle the same with any of its other funds or property and immediately deliver the same to BNY GMAC in the identical form received and (ii) give BNY GMAC copies of all notices and other communications received by Obligor with respect to any instruments registered in the name of Obligor constituting part of the Collateral.

Covenants Relating to Collateral. As long as any of the Obligations remain outstanding, the Obligor covenants and agrees with the Lenders that: (a) a. It shall at all timesshall: (i) be the sole owner of each and every item of Collateral, (ii) defend the Collateral against the claims and demands of all persons and persons, (iii) in the case of tangible property constituting part of the Collateral, (A) properly maintain and keep in good order and repair such property and (B) keep such property fully insured with responsible companies acceptable to BNY against such risks as such Collateral may normally be subject to, or as BNY may request, to under policies containing loss payable clauses naming BNY both Lenders as loss payee as its interests interest may appear and otherwise in form and substance satisfactory to BNYappear, and providing that: (1) that all proceeds thereof shall be payable to BNY, (2) such insurance shall not be affected by any act or neglect the Lenders on a pro rata basis in proportion to the amount of Obligor or other owner of Obligations owed to the property described in such policy; and (3) such Lenders. Such policy and loss payable clause may not be cancelled or amended except upon thirty ten days' prior written notice to BNYLenders; (b) b. It will comply in all material respects with the requirements of all leases, mortgages and other instruments relating to premises where any Collateral is located; (c) It c. Except in the ordinary course of business, Obligor will not sell or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, (i) accounts may be collected in the ordinary course any of businessits accounts, and except for purposes of collection, (ii) inventory may be sold in the ordinary course any of businessits inventory, and or (iii) worn out or obsolete any of its equipment, except equipment may be sold by Obligor and (iv) as otherwise agreed to by BNY;no longer useful in the operation of Obligor's business; and (d) d. It will give BNY each Lender prompt notice of (i) any change in (A) its name, identity or corporate structure, (B) its state of incorporation or the location of its chief executive office or any other place of business, or (C) the location of any of the Collateral or its books and records concerning any accountsof the Collateral, (ii) the location of each new place of business opened by Obligor, (iii) each new location of any Collateral, and (iv) any substantial loss or depreciation in the value of any of the Collateral, and will provide BNY each Lender with such other information as to the Collateral as BNY such Lender may request. (e) It will (i) whether or not BNY shall have exercised its rights under Section 4(b)(iii) hereof, receive and hold all Distributions (other than Ordinary Distributions BNY has released pursuant to the provisions of Section 4(c) hereof) and other Instrument Collateral in trust for BNY, and not commingle the same with any of its other funds or property and immediately deliver the same to BNY in the identical form received and (ii) give BNY copies of all notices and other communications received by Obligor with respect to any instruments registered in the name of Obligor constituting part of the Collateral.

Covenants Relating to Collateral. Obligor covenants thatThe Debtor hereby agrees: (a) It shall at To perform all times: (i) acts that may be the sole owner of each necessary to maintain, preserve, protect and every item of Collateral, (ii) defend the Collateral against the claims and demands of all persons and (iii) in the case of tangible property constituting part of perfect the Collateral, (A) properly maintain the Lien granted to the Secured Party therein and keep in good order the perfection and repair priority of such property and (B) keep such property fully insured with responsible companies acceptable to BNY against such risks as such Collateral may be subject toLien by filing, or as BNY may request, under policies containing loss payable clauses naming BNY as loss payee as its interests may appear and otherwise in form and substance satisfactory to BNY, and providing that: (1) all proceeds thereof shall be payable to BNY, (2) such insurance shall not be affected by any act or neglect of Obligor or other owner of the property described in such policy; and (3) such policy and loss payable clause may not be cancelled or amended except upon thirty days' prior written notice to BNYfor Permitted Liens; (b) It will comply in all material respects with the requirements of all leases, mortgages and other instruments relating Not to premises where use or permit any Collateral is locatedto be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) It will To pay prior to delinquency all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral, other than Liens for delinquent taxes outstanding as of the date hereof, except as may be subject to good faith contest or as to which a bona fide dispute may arise; (d) Without prior written notice to the Secured Party, (i) not sell to change the Debtor’s name or place of business (or, if the Debtor has more than one place of business, its chief executive office), or the office in which the Debtor’s records relating to accounts receivable and payment intangibles are kept and (ii) not to change the Debtor’s state of formation; (e) To procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by the Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly upon the request of the Secured Party all originals of Collateral consisting of instruments; (f) Not to surrender or lose possession of (other than to the Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, and to keep the Collateral free of all Liens except Permitted Liens; provided that the Debtor may sell, lease, transfer, license or otherwise dispose of any of the Collateral, except that, if the same constitute Collateral, (i) accounts may be collected Collateral in the ordinary course of businessbusiness consisting of (i) the sale of inventory, and (ii) inventory may be sold sales of worn-out or obsolete equipment, (iii) non-exclusive licenses and similar arrangements for the use of the property of the Debtor and (iv) escrows of software or other intellectual property entered into by the Debtor in the ordinary course of Debtor’s business, and (iii) worn out or obsolete equipment may be sold by Obligor and (iv) as otherwise agreed to by BNY; (dg) It will give BNY prompt notice To comply with all material requirements of (i) any change in (A) its namelaw relating to the production, identity or corporate structurepossession, (B) the location of its chief executive office or any other place of businessoperation, or (C) the location of any of the Collateral or its books maintenance and records concerning any accounts, (ii) the location of each new place of business opened by Obligor, (iii) each new location of any Collateral, and (iv) any substantial loss or depreciation in the value of any control of the Collateral; and (h) To permit the Secured Party and its representatives the right, at any time during normal business hours, upon reasonable prior notice, to visit and inspect the properties of the Debtor and its corporate, financial and operating records, and will provide BNY with such other information as to the Collateral as BNY may request. (e) It will (i) whether or not BNY shall have exercised its rights under Section 4(b)(iii) hereof, receive and hold all Distributions (other than Ordinary Distributions BNY has released pursuant to the provisions of Section 4(c) hereof) and other Instrument Collateral in trust for BNYmake abstracts therefrom, and not commingle to discuss the same Debtor’s affairs, finances and accounts with any of its other funds or property directors, officers and immediately deliver the same to BNY in the identical form received and (ii) give BNY copies of all notices and other communications received by Obligor with respect to any instruments registered in the name of Obligor constituting part of the Collateralindependent public accountants.