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Debtor's Agreements Sample Clauses

Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement; (c) to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Security Agreement, and this obligation shall survive the termination of this Security Agreement; (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceeds; (f) that Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection; and (g) that the security interest granted by Debtor to Secured Party shall continue effective irrespective of any retaking or redelivery of any Collateral and irrespective of the payment of the amount described in any Schedule provided however, as long as no event of default has occurred and is continuing hereunder, then upon prepayment, in whole or in part of a Schedule, Collateral will be released in accordance with the last two (2) sentences of Section 1, and provided further however, upon any assignment of this Security Agreement the Assignee shall thereafter be deemed for the purpose of this Paragraph the Secured Party under this Security Agreement.
Debtor's AgreementsThe Debtor expressly warrants and covenants as follows:
Debtor's Agreements. (a) Debtor will warrant and defend its title in and to the Collateral and the Security Interest against any adverse claimant. (b) Debtor will promptly take all reasonable and appropriate steps to collect the Accounts. Debtor will not agree to a material modification of the terms of any Account without the written consent of Secured Party. (c) Notwithstanding the Security Interest in Proceeds, Secured Party has not authorized Debtor to, and Debtor agrees not to sell, lease, transfer, license, assign or otherwise dispose of any interest in the Collateral, except as authorized in this Agreement or in writing by Secured Party. Debtor will keep the Collateral (including Proceeds) free from unpaid charges, including taxes and assessments, and from all Liens other than those in favor of Secured Party. Debtor understands that any sale, lease, license, transfer, pledge, assignment or other disposition or encumbrance of the Collateral contrary to this Agreement would violate the rights of Secured Party under this Agreement. (d) Secured Party may require at any time that Debtor (i) deposit all payments on the Accounts and all Proceeds in a special bank account over which Secured Party alone has power of withdrawal and control, (ii) notify account debtors and other persons obligated on the Collateral of Secured Party's Security Interest and that payment is to be made directly to Secured Party or to any financial institution designated by Secured Party as Secured Party's agent and bailee therefor, and Secured Party may, itself, without notice to or demand upon Debtor, so notify account debtors and other persons obligated on the Collateral. Debtor shall hold any Proceeds of collection of Collateral received by Debtor as trustee for Secured Party without commingling them with other funds of Debtor and shall turn them over to Secured Party in the identical form received, together with any necessary endorsements, assignments or agreements providing Secured Party with control, all in Proper Form. Secured Party shall apply the Proceeds of collection of Accounts and other Collateral received by Secured Party to the Obligations, such proceeds to be credited after final payment in cash or other immediately available funds of the items giving rise to them, or to be held as Collateral for the Obligations. (e) Debtor will furnish Secured Party all records and other information Secured Party may reasonably request. (f) Debtor will notify Secured Party promptly of any event or condi...
Debtor's Agreements. Each Debtor covenants and agrees that, until payment in full of all of the Loans and other Obligations, unless Required Lenders shall otherwise give prior written consent, each Debtor shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 9. (a) To defend at such Debtor's own cost and expense any action, proceeding or claim affecting the Collateral. (b) To promptly pay all Secured Party Expenses upon demand by Collateral Agent or Required Lenders. (c) To pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Agreement or any other Loan Document and this obligation shall survive the termination of this Agreement. (d) That if a certificate of title is required or permitted by law, such Debtor shall obtain such certificate with respect to the Collateral, showing the security interests of Collateral Agent thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Collateral Agent. (e) That such Debtor will not misuse, fail to keep in good repair, secrete, or without the prior written consent of Required Lenders and notwithstanding the Collateral Agent's and Lender's claim to proceeds, sell, rent, lend, encumber or transfer any of the Collateral. (f) That Collateral Agent or a Lender may enter upon such Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and such Debtor's books and records pertaining to the Collateral and such Debtor shall assist Secured Party in making such inspection. (g) That the security interest granted by such Debtor to Collateral Agent on behalf of Lenders shall continue effective irrespective of the payment of the Obligations, so long as there are any obligations of any kind, including obligations under guaranties or assignments, owed by any Debtor to Collateral Agent or any Lender. (h) Mxxx and identify the Collateral with all information and such manner as Collateral Agent or Required Lenders may request from time-to-time and replace promptly any such markings or identification which are removed, de laced or destroyed. (i) Indemnify and hold Collateral Agent and each Lender harmless from and against all claims, losses liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings and any and all costs and expense in connection therewith (including att...
Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees and other reasonable expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement; (c) to pay all taxes, assessments, license fees and other public or private charges levied or assessed against the Collateral unless the foregoing are being contested (d) that if a certificate of title be required or permitted by law, Debtor shall obtain such certificate with respect to the Collateral, showing the security interest of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party; (e) that Debtor will not misuse, fail to keep in good repair, secrete or without the prior written consent of Secured Party, sell, rent, lend, encumber or transfer any of the Collateral notwithstanding Secured Party's right to proceeds; (f) that within 48 hours prior notice to Debtor Secured Party may enter upon Debtor's premises or wherever the Collateral may be located at any reasonable time to inspect the Collateral and Debtor's books and records pertaining to the Collateral, and Debtor shall assist Secured Party in making such inspection.
Debtor's Agreements. Debtor agrees: (a) to defend at Debtor's own cost any action, proceeding, or claim affecting the Collateral; (b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not prohibited by law) and other expenses incurred by Secured Party in enforcing its rights against Debtor under this Security Agreement;
Debtor's Agreements. Debtors have provided Creditor with access to all of their valid, binding and enforceable agreements, contracts, licenses and leases, including their amendments or supplements, as listed in Exhibit 2.7, other than those (a) entered into in the ordinary course of business, (b) that are consistent with past practices and (c) do not exceed a term of 12 months or an expenditure of $10,000 individually and $50,000 collectively, or (d) require a performance not exceeding $10,000 individually and $50,000 collectively. Debtors believe that the parties to these agreements have in all material respects performed their respective obligations, that the consummation of these transactions will not impair Debtors' rights under these agreements and that no consents or notices to those parties is required except as set forth in Exhibit 2.7.
Debtor's Agreements. Until payment in full of the Notes, the Debtor will perform or cause to be performed the following agreements:
Debtor's Agreements. (a) Debtor will warrant and defend its title to and Secured Party's interest in the Collateral against any adverse claimant. (b) Notwithstanding the security interest in Proceeds granted herein, Debtor will not sell, transfer, assign or otherwise dispose of any interest in the Collateral, except as authorized in this Agreement or in writing by Secured Party, and Debtor will keep the Collateral (including Proceeds) free from unpaid charges, including taxes and assessments, and from all encumbrances other than those in favor of Secured Party. (c) Debtor will furnish Secured Party all information Secured Party may request with respect to the Collateral. Debtor will notify Secured Party promptly of any event that could have a material adverse effect on the aggregate value of the Collateral or on the Security Interest, or any change in Debtor's location, name, identity or organizational structure. (d) Debtor will keep accurate books and records regarding the Collateral and will allow Secured Party to inspect and make copies (including electronic copies) of its books and records during regular business hours. Secured Party may make test verifications of the Collateral.
Debtor's AgreementsXxxxxx agrees as follows: (a) To do, make, procure, execute and deliver all acts, things, writings and assurances as Xxxxxxx may at any time reasonably request, to protect, assure or enforce its interests, rights and remedies pursuant to this Assignment. (b) At any time while a Default exists or after the occurrence of an Event of Default (as those terms are defined in , upon Lenders’ request, to notify the Escrow Agent in writing of the fact of this Assignment and direct such parties to make payment direct to Lenders of any monies, accounts and general intangibles included in the Collateral; provided that the foregoing shall in no manner impair Lenders’ right to notify such obligors as elsewhere herein provided.