Common use of Debtor’s Covenants Clause in Contracts

Debtor’s Covenants. The Debtor covenants with the Secured Party that: (a) the Debtor shall duly pay to the Secured Party the Liabilities secured by this Agreement or any other contract or agreement entered into with the Secured Party; (b) the Debtor shall duly pay all taxes, rates, or other impositions imposed by any lawful authority on the Collateral or on the Secured Party in respect of the Collateral, except where the validity of any tax, rate, or other imposition is being contested by the Debtor in good faith and the Debtor has satisfied the Secured Party that the contestation will not involve forfeiture of all or any part of the Collateral; (c) the Debtor will observe and perform all obligations and all matters and things necessary or expedient to be observed or performed under or by virtue of any lease, licence, concession, or other franchise forming part of the Collateral in order to preserve, protect, and maintain all the rights of the Secured Party and Debtor under this Agreement; (d) the Debtor shall duly exercise every right of renewal of any lease, licence, concession, and franchise, and shall obtain a new lease, licence, concession, or franchise for the longest time or times, if advantageous, and upon the most favourable terms obtainable, including all rights of further renewal, and shall forthwith assign to the Secured Party any new or renewal lease, licence, concession, or franchise that forms a part of or is related to the Collateral; (e) the Debtor will pay on demand, and will indemnify and save the Secured Party harmless from, any and all liabilities, costs and expenses (including legal fees and expenses on a solicitor and own client basis and any sales, goods and services or other similar taxes payable to any governmental authority with respect to any such liabilities, costs and expenses) (i) with respect to, or resulting from, any failure or delay by the Debtor in performing or observing any of its obligations under this Agreement, or (ii) incurred by the Secured Party in performing or observing any of the other covenants of the Debtor under this Agreement; (f) the Debtor will not create, incur or permit to exist, and will defend the Collateral against, and will take such other action as is necessary to remove, any and all Security Interests in and other claims affecting the Collateral, other than the Security Interests created by this Agreement or as permitted in writing by the Secured Party, and the Debtor will defend the right, title and interest of the Secured Party in and to the Collateral against the claims and demands of all Persons; (g) the Debtor will advise the Secured Party promptly, in reasonable detail, of (i) any Security Interest (other than the Security Interests created by this Agreement and any Security Interest permitted in writing by the Secured Party) on, or claim asserted against, any of the Collateral, (ii) the occurrence of any event, claim or occurrence that could reasonably be expected to have a material adverse effect on the value of the Collateral or on the Security Interests created by this Agreement, (iii) any change in the location of any place of business (including additional locations) or the chief executive office of the Debtor, (iv) any change in the name of the Debtor, (vi) any merger or amalgamation of the Debtor with any other Person, and (v) any material loss of or damage to any of the Collateral; (h) the Debtor, if a corporation, shall, at all times, maintain its corporate existence; and (i) the Debtor shall forthwith, from time to time, execute all deeds and documents and do all things that, in the opinion of the Secured Party, are necessary or advisable to better reflect the intent of this Agreement.

Debtor’s Covenants. The Debtor covenants agrees with the Secured Party that: (a) the The Debtor shall duly pay pay, perform, satisfy, fulfil and discharge the Secured Obligations when due. (b) The Debtor shall, if requested by the Secured Party, deliver forthwith to the Secured Party such further details respecting the Liabilities secured Collateral as may reasonably be requested from time to time by this Agreement or any other contract or agreement entered into with the Secured Party; (b) the Debtor . Such further details so delivered shall duly pay all taxes, rates, or other impositions imposed by any lawful authority on the Collateral or on the Secured Party be deemed to be contained in respect of the Collateral, except where the validity of any tax, rate, or other imposition is being contested by the Debtor in good faith and the Debtor has satisfied the Secured Party that the contestation will not involve forfeiture of all or any form part of the Collateral;this Agreement. (c) The Debtor shall not permit any material Collateral to be affixed to real or personal property not owned by the Debtor will observe and perform all obligations and all matters and things necessary so as to become a fixture or expedient accession, without prior written notice to be observed or performed under or by virtue of any lease, licence, concession, or other franchise forming part of the Collateral in order to preserve, protect, and maintain all the rights of the Secured Party and Debtor under this a Collateral Access Agreement;. (d) Except as permitted by the Credit Agreement, or in the ordinary course of the Debtor’s business, the Debtor shall duly exercise every right of renewal not convey, sell, lease, license, assign, transfer or otherwise dispose of any leaseof the Collateral. (e) In the event that any Collateral, licenceincluding, concessionwithout limitation, proceeds thereof, is evidenced by or consists of chattel paper, instruments, securities or negotiable documents of title (collectively, the “Negotiable Collateral”), and franchiseif and to the extent that the Secured Party determines that perfection or priority of the Secured Party’s security interest is dependent on or enhanced by possession, the Debtor, immediately upon the request of the Secured Party, shall endorse and deliver physical possession of such Negotiable Collateral to the Secured Party. (f) The Secured Party may, at any time after the occurrence and during the continuation of an Event of Default, (i) notify any Person obligated to the Debtor on any debt, account or chattel paper or any obligor to the Debtor on an instrument to make payment thereunder to the Secured Party, whether or not the Debtor was theretofore making collections thereon, and shall obtain a new lease(ii) assume control of any proceeds arising from such Collateral. The Debtor agrees that, licencesubject to the terms of any cash management agreement entered into by the Debtor, concessionafter the occurrence and during the continuance of an Event of Default, or franchise it will hold in trust for the longest time or timesSecured Party, if advantageousas the Secured Party’s trustee, any of its collections that it receives and upon the most favourable terms obtainable, including all rights of further renewal, and shall forthwith assign immediately will deliver such collections to the Secured Party any new or renewal lease, licence, concession, or franchise that forms a part of or is related to cash management bank in their original form as received by the Collateral;Debtor. (eg) the Debtor will pay on demand, and will indemnify and save the Secured Party harmless from, any and all liabilities, costs and expenses (including legal fees and expenses on a solicitor and own client basis and any sales, goods and services or other similar taxes payable to any governmental authority with respect to any such liabilities, costs and expenses) (i) with respect to, or resulting from, any failure or delay by the Debtor in performing or observing any of its obligations under this Agreement, or (ii) incurred by the Secured Party in performing or observing any of the other covenants of the Debtor under this Agreement; (f) the The Debtor will not create, incur or permit to exist, and will defend the Collateral against, and will take such other action as is necessary to remove, any and all Security Interests security interests in and other claims affecting the Collateral, other than the Security Interests Interest created by this Agreement Agreement, Permitted Liens, or such security interests or other claims as permitted in writing by the Secured Party, and subject to the foregoing, the Debtor will defend the right, title and interest of the Secured Party in and to the Collateral against the claims and demands of all Persons;. (gh) the The Debtor will advise the Secured Party promptly, in reasonable detail, of (i) any Security Interest (other than the Security Interests created by this Agreement and any Security Interest permitted in writing following demand from time to time by the Secured Party) on, or claim asserted against, any of the Collateral, (ii) the occurrence of any event, claim or occurrence that could reasonably be expected to have a material adverse effect on the value of the Collateral or on the Security Interests created by this Agreement, (iii) any change in the location of any place of business (including additional locations) or the chief executive office of the Debtor, (iv) any change in the name of the Debtor, (vi) any merger or amalgamation of the Debtor with any other Person, and (v) any material loss of or damage to any of the Collateral; (h) the Debtor, if a corporation, shall, at all times, maintain its corporate existence; and (i) the Debtor shall forthwith, from time to timeauthorize, execute and deliver any and all deeds and agreements, instruments, documents and do all things that, in papers that the opinion of Secured Party may reasonably request to evidence the Secured Party, are necessary or advisable to better reflect the intent of this Agreement’s Security Interest in any Intellectual Property.

Debtor’s Covenants. The Debtor agrees and covenants with the Secured Party that: (a) The Collateral will be used solely for business purposes of Debtor and will remain in the possession or under the control of Debtor shall duly pay (sale or replacement in the ordinary course excepted) and will not be used for any unlawful purpose. The Collateral will not be misused, abused, wasted or allowed to deteriorate, ordinary wear and tear excepted. Debtor will keep the Secured Party the Liabilities secured by this Agreement or any other contract or agreement entered into Collateral, as appropriate and applicable, in good condition and repair (ordinary wear and tear excepted), and will clean, shelter, and otherwise deal with the Secured Party;Collateral in all such ways as are considered good practice by owners of like property. (b) Debtor has executed and will promptly file with the appropriate governmental authorities, or deliver to Secured Party for filing, UCC-1 Financing Statements with respect to the Collateral. Debtor shall duly shall, at no cost to Secured Party, execute, acknowledge and deliver all such other documents as Secured Party reasonably deems necessary to create, perfect and continue the security interest in the Collateral contemplated hereby. Debtor will pay all taxescosts of title searches and filing of financing statements, ratesassignments and other documents in all public offices reasonably requested by Secured Party, and will not, without the prior written consent of Secured Party, file or other impositions imposed by authorize or permit to be filed in any lawful authority on the Collateral or on the public office any financing statement naming Debtor as debtor and not naming Secured Party in respect of the Collateral, except where the validity of any tax, rate, or other imposition is being contested by the Debtor in good faith and the Debtor has satisfied the Secured Party that the contestation will not involve forfeiture of all or any part of the Collateral;as secured party. (c) the Debtor will observe and perform all obligations and all matters and things necessary or expedient to be observed or performed under or by virtue of any lease, licence, concession, or other franchise forming part of the Collateral in order to preserve, protect, and maintain all the rights of the Secured Party and Debtor under this Agreement; (d) the Debtor shall duly exercise every right of renewal of any lease, licence, concession, and franchise, and shall obtain a new lease, licence, concession, or franchise for the longest time or times, if advantageous, and upon the most favourable terms obtainable, including all rights of further renewal, and shall forthwith assign to the Secured Party any new or renewal lease, licence, concession, or franchise that forms a part of or is related to the Collateral; (e) the Debtor will pay on demand, and will indemnify and save the Secured Party harmless from, any and all liabilities, costs and expenses (including legal fees and expenses on a solicitor and own client basis and any sales, goods and services or other similar taxes payable to any governmental authority with respect to any such liabilities, costs and expenses) (i) with respect to, or resulting from, any failure or delay by the Debtor in performing or observing any of its obligations under this Agreement, or (ii) incurred by the Secured Party in performing or observing any of the other covenants of the Debtor under this Agreement; (f) the Debtor will not create, incur or permit to exist, and will defend the Collateral against, and will take such other action as is necessary to remove, any and all Security Interests in and other claims affecting the Collateral, other than the Security Interests created by this Agreement or as permitted in writing by the Secured Party, and the Debtor will defend the right, title and interest of the Secured Party in and to the Collateral against the claims and demands of all Persons;other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor against Debtor or Secured Party, except, as to Inventory, purchasers and lessees in the ordinary course of Debtor's business; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; and will not sell, transfer, lease, assign, deliver or otherwise dispose of any Collateral or any interest therein without the prior written consent of Secured Party, except that Debtor may sell or lease Inventory in the ordinary course of Debtor's business. (d) Debtor will, at Secured Party's request, xxxx any and all books and records to indicate the Security Interest so long as it will not interfere with the ordinary conduct of Debtor's business. (e) Debtor will notify Secured Party promptly in writing of any change in Debtor's business address or chief executive office, any change in the address at which records concerning the Collateral are kept and any change in Debtor's name, identity or corporate or other structure. (f) Debtor will prevent the Collateral or any part thereof from being or becoming an accession to other goods not covered by this Security Agreement. (g) the Debtor will advise the shall pay all expenses, including reasonable attorneys' fees and costs, incurred by Secured Party promptlyin the preservation, in reasonable detailrealization, enforcement or exercise of (i) any Security Interest (other than the Security Interests created by this Agreement and any Security Interest permitted in writing by the of Secured Party) on, or claim asserted against, any of the Collateral, (ii) the occurrence of any event, claim or occurrence that could reasonably be expected to have a material adverse effect on the value of the Collateral or on the Security Interests created by this Agreement, (iii) any change in the location of any place of business (including additional locations) or the chief executive office of the Debtor, (iv) any change in the name of the Debtor, (vi) any merger or amalgamation of the Debtor with any other Person, and (v) any material loss of or damage to any of the Collateral; (h) the Debtor, if a corporation, shall, at all times, maintain its corporate existence; and (i) the Debtor shall forthwith, from time to time, execute all deeds and documents and do all things that, in the opinion of the Secured Party, are necessary or advisable to better reflect the intent of 's rights under this Agreement.

Debtor’s Covenants. The Debtor covenants with the Secured Party that: (a) all necessary corporate proceedings of the Debtor shall and all other things necessary have been done to authorize and make the creation and issue of this Agreement and its execution and delivery legal and valid; (b) neither of the Debtor nor any subsidiary is subject to any proceedings before any court, administrative board, or other tribunal that, if decided against the Debtor or either of them or any subsidiary, would materially adversely affect their respective businesses or financial status, and all material claims against and contingent liabilities of the Debtor or any subsidiary have been disclosed to the Secured Party; (c) neither of the Debtor nor any subsidiary is a party to or bound by any contract or agreement that will materially adversely affect the business, properties, operations, or financial condition of the Debtor or either of them or any subsidiary; (d) the Debtor has good and marketable title (except as otherwise expressly stated in this Agreement) to the Property, free and clear of all charges and encumbrances, and will defend the title to any Property for the benefit of the Secured Party against any adverse claim; (e) the Debtor will duly pay to the Secured Party the Liabilities any indebtedness secured by this Agreement Agreement, the Promissory Notes, or any other contract or agreement entered into with the Secured Party; (bf) the Debtor shall will duly pay all taxes, rates, or other impositions imposed by any lawful authority on the Collateral Property or on the Secured Party in respect of the Collateral, Property except where the validity of any tax, rate, or other imposition is being contested by the Debtor in good faith and the Debtor has satisfied the Secured Party that the contestation will not involve forfeiture of all or any part of the CollateralProperty; (cg) the Debtor will observe and perform all obligations and all matters and things necessary or expedient to be observed or performed under or by virtue of any lease, licence, concession, or other franchise forming part of the Collateral Property in order to preserve, protect, and maintain all the rights of the Secured Party and Debtor under this Agreement; (dh) the Debtor shall will duly exercise every right of renewal of any lease, licence, concession, and franchise, and shall will obtain a new lease, licence, concession, or franchise for the longest time or times, if advantageous, and upon the most favourable favorable terms obtainable, including all rights of further renewal, and shall will forthwith assign to the Secured Party any new or renewal lease, licence, concession, or franchise that forms a part of or is related to the CollateralProperty; (e) the Debtor will pay on demand, and will indemnify and save the Secured Party harmless from, any and all liabilities, costs and expenses (including legal fees and expenses on a solicitor and own client basis and any sales, goods and services or other similar taxes payable to any governmental authority with respect to any such liabilities, costs and expenses) (i) with respect to, or resulting from, any failure or delay by the Debtor in performing or observing any of its obligations under this Agreement, or (ii) incurred by the Secured Party in performing or observing any of the other covenants of the Debtor under this Agreement; (f) the Debtor will not create, incur or permit to exist, and will defend the Collateral against, and will take such other action as is necessary to remove, any and all Security Interests in and other claims affecting the Collateral, other than the Security Interests created by this Agreement or as permitted in writing by the Secured Party, and the Debtor will defend the right, title and interest of the Secured Party in and to the Collateral against the claims and demands of all Persons; (g) the Debtor will advise the Secured Party promptly, in reasonable detail, of (i) any Security Interest (other than the Security Interests created by this Agreement and any Security Interest permitted in writing by the Secured Party) on, or claim asserted against, any of the Collateral, (ii) the occurrence of any event, claim or occurrence that could reasonably be expected to have a material adverse effect on the value of the Collateral or on the Security Interests created by this Agreement, (iii) any change in the location of any place of business (including additional locations) or the chief executive office of the Debtor, (iv) any change in the name of the Debtor, (vi) any merger or amalgamation of the Debtor with any other Person, and (v) any material loss of or damage to any of the Collateral; (h) the Debtor, if a corporation, shallwill, at all times, maintain its corporate existence; (j) the Debtor will not, without the prior written consent of the Secured Party, amalgamate or merge with any other corporation, including any subsidiary, or apply to be continued under any other jurisdiction as an entity or body corporate; (k) the Debtor will not create any mortgage or charge on the Property ranking in priority to or equally with the security interest granted in this Agreement; and (il) the Debtor shall will forthwith, from time to time, execute all deeds and documents and do all things that, in the opinion of the Secured Party, are necessary or advisable to better reflect the intent of this Agreement.

Debtor’s Covenants. The Debtor agrees and covenants with the Secured Party that: (a) The Collateral will be used solely for business purposes of Debtor and will remain the property of the Debtor shall duly pay to (collection in the Secured Party the Liabilities secured by this Agreement or ordinary course excepted) and will not be used for any other contract or agreement entered into with the Secured Party;unlawful purpose. The Collateral will not be wasted. (b) Debtor has executed and will promptly file with the appropriate governmental authorities, or deliver to Secured Party for filing, one or more UCC-1 Financing Statements with respect to the Collateral. Debtor shall duly shall, at no cost to Secured Party, execute, acknowledge and deliver all such other documents as Secured Party reasonably deems necessary to create, perfect and continue the security interest in the Collateral contemplated hereby. Debtor will pay all taxescosts of title searches and filing of financing statements, ratesassignments and other documents in all public statements, assignments and other documents in all public offices reasonably requested by Secured Party, and will not, without the prior written consent of Secured Party, file or other impositions imposed by authorize or permit to be filed in any lawful authority on the Collateral or on the public office any financing statement naming Debtor as debtor and not naming Secured Party in respect of the CollateralParty, except where the validity of any tax, rate, or with respect to other imposition is being contested by the Debtor in good faith and the Debtor has satisfied the Secured Party that the contestation will indebtedness not involve forfeiture of all or any part of the constituting Collateral;. (c) the Debtor will observe and perform all obligations and all matters and things necessary or expedient to be observed or performed under or by virtue of any lease, licence, concession, or other franchise forming part of the Collateral in order to preserve, protect, and maintain all the rights of the Secured Party and Debtor under this Agreement; (d) the Debtor shall duly exercise every right of renewal of any lease, licence, concession, and franchise, and shall obtain a new lease, licence, concession, or franchise for the longest time or times, if advantageous, and upon the most favourable terms obtainable, including all rights of further renewal, and shall forthwith assign to the Secured Party any new or renewal lease, licence, concession, or franchise that forms a part of or is related to the Collateral; (e) the Debtor will pay on demand, and will indemnify and save the Secured Party harmless from, any and all liabilities, costs and expenses (including legal fees and expenses on a solicitor and own client basis and any sales, goods and services or other similar taxes payable to any governmental authority with respect to any such liabilities, costs and expenses) (i) with respect to, or resulting from, any failure or delay by the Debtor in performing or observing any of its obligations under this Agreement, or (ii) incurred by the Secured Party in performing or observing any of the other covenants of the Debtor under this Agreement; (f) the Debtor will not create, incur or permit to exist, and will defend the Collateral against, and will take such other action as is necessary to remove, any and all Security Interests in and other claims affecting the Collateral, other than the Security Interests created by this Agreement or as permitted in writing by the Secured Party, and the Debtor will defend the right, title and interest of the Secured Party in and to the Collateral against the claims and demands of all Persons;other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor against Debtor or Secured Party; will keep the Collateral free from all security interests, liens or other encumbrances except the Security Interest; and will not sell, transfer, lease, assign, deliver or otherwise dispose of any Collateral or any interest therein without the prior written consent of Secured Party, except that Debtor may collect the accounts receivable in the ordinary course of Debtor's business. (d) Debtor will, at Secured Party's request, mark any and all books and records to indicate the Security Intxxxxt. (e) Debtor will deliver to Secured Party, upon demand, all documents constituting, representing or relating to the Collateral or any part thereof, and any schedules, invoices, receipts, orders, or other documents representing or relating to the Collateral or any part thereof. (f) Debtor will notify Secured party promptly in writing of any change in Debtor's business address or chief executive officer, any change in the address at which records concerning the Collateral are kept and any change in Debtor's name, identity or corporate or other structure. (g) the Debtor will advise the shall pay all expenses, including reasonable attorneys' fees and costs, incurred by Secured Party promptlyin the preservation, in reasonable detailrealization, enforcement or exercise of (i) any Security Interest (other than the Security Interests created by this Agreement and any Security Interest permitted in writing by the Secured Party) on, or claim asserted against, any of the Collateral, (ii) the occurrence of any event, claim or occurrence that could reasonably be expected to have a material adverse effect on the value of the Collateral or on the Security Interests created by 's rights under this Agreement, (iii) any change in the location of any place of business (including additional locations) or the chief executive office of the Debtor, (iv) any change in the name of the Debtor, (vi) any merger or amalgamation of the Debtor with any other Person, and (v) any material loss of or damage to any of the Collateral;. (h) Any and all Collateral described or referred to in the Debtor, if a corporation, granting clauses hereof which is hereafter acquired shall, at all timesand without any further conveyance, maintain its corporate existence; and (i) assignment or act on the part of the Debtor shall forthwith, from time to time, execute all deeds and documents and do all things that, in the opinion of or the Secured Party, are necessary become and be subject to the Security Interest herein granted as fully and completely as though specifically described herein, but nothing in this Section 5(h) contained shall be deemed to modify or advisable to better reflect change the intent Obligations of this Agreementthe Debtor under Section 5(b) hereof.

Debtor’s Covenants. The Debtor covenants with the Secured Party Debtors agree and covenant for themselves, their successors and assigns that: (a) The Collateral will be used solely for business purposes of Debtors and will remain in the Debtor shall duly pay possession or under the control of Debtors (sale or replacement in the ordinary course excepted) and will not be used for any unlawful purpose. The Collateral will not be misused, abused, wasted or allowed to deteriorate (ordinary wear and tear excepted). Debtors will keep the Collateral, as appropriate and applicable, in good condition and repair (ordinary wear and tear excepted), and will clean, shelter, and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property. (b) Debtors have executed and will promptly file with the appropriate governmental authorities, or deliver to the Secured Party for filing, UCC-1 Financing Statements with respect to the Liabilities secured by this Agreement or any other contract or agreement entered into with Collateral. Debtors shall, at no cost to the Secured Party; (b) the Debtor shall duly pay , promptly execute, acknowledge and deliver all taxes, rates, or such other impositions imposed by any lawful authority on the Collateral or on documents as the Secured Party in respect of the Collateral, except where the validity of any tax, rate, or other imposition is being contested by the Debtor in good faith and the Debtor has satisfied the Secured Party that the contestation will not involve forfeiture of all or any part of the Collateral; (c) the Debtor will observe and perform all obligations and all matters and things reasonably deems necessary or expedient to be observed or performed under or by virtue of any lease, licence, concession, or other franchise forming part of the Collateral in order to preserve, protect, and maintain all the rights of the Secured Party and Debtor under this Agreement; (d) the Debtor shall duly exercise every right of renewal of any lease, licence, concession, and franchise, and shall obtain a new lease, licence, concession, or franchise for the longest time or times, if advantageous, and upon the most favourable terms obtainable, including all rights of further renewal, and shall forthwith assign to the Secured Party any new or renewal lease, licence, concession, or franchise that forms a part of or is related to the Collateral; (e) the Debtor will pay on demand, and will indemnify and save the Secured Party harmless from, any and all liabilities, costs and expenses (including legal fees and expenses on a solicitor and own client basis and any sales, goods and services or other similar taxes payable to any governmental authority with respect to any such liabilities, costs and expenses) (i) with respect tocreate, or resulting fromperfect and continue the security interest in the Collateral contemplated hereby, any failure or delay by the Debtor in performing or observing any of its obligations under this Agreement, or (ii) incurred by preserve and protect the Secured Party in performing or observing any rights and remedies contemplated hereby. Debtors will pay all costs of the other covenants title searches and filing of the Debtor under this Agreement; (f) the Debtor will not createfinancing statements, incur or permit to exist, and will defend the Collateral against, and will take such other action as is necessary to remove, any and all Security Interests in assignments and other claims affecting the Collateral, other than the Security Interests created by this Agreement or as permitted documents in writing all public offices reasonably requested by the Secured Party, and will not, without the Debtor will defend the right, title and interest prior written consent of the Secured Party Party, file or authorize or permit to be filed in any public office any financing statement naming Debtors as debtors and not naming the Secured Party, as agent for the Holders, as secured party, except with respect to other secured indebtedness permitted by the terms of the Notes. (c) Debtors will defend the Collateral against the claims and demands of all Persons; (g) the other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor will advise the Secured Party promptly, in reasonable detail, of (i) any Security Interest (other than the Security Interests created by this Agreement and any Security Interest permitted in writing by against Debtors or the Secured Party) on, except, as to Inventory, purchasers and lessees in the ordinary course of Debtors' businesses; will keep the Collateral free from all security interests or claim asserted againstother encumbrances, any of except the CollateralSecurity Interest; and will not sell, (ii) the occurrence transfer, lease, assign, deliver or otherwise dispose of any event, claim or occurrence that could reasonably be expected to have a material adverse effect on the value of the Collateral or on any interest therein without the Security Interests created by this Agreement, (iii) any change in the location of any place of business (including additional locations) or the chief executive office of the Debtor, (iv) any change in the name of the Debtor, (vi) any merger or amalgamation of the Debtor with any other Person, and (v) any material loss of or damage to any of the Collateral; (h) the Debtor, if a corporation, shall, at all times, maintain its corporate existence; and (i) the Debtor shall forthwith, from time to time, execute all deeds and documents and do all things that, in the opinion prior written consent of the Secured Party, except that Debtors may sell or lease Inventory in the ordinary course of Debtors' businesses and sell, lease or replace equipment in the ordinary course of business. (d) Debtors will, at the Secured Party's request, xxxx any and all books and records to indicate the Security Interest. (e) Debtors will deliver to the Secured Party, upon demand, all Documents and all Chattel Paper (duly endorsed to Secured Party) constituting, representing or relating to the Collateral or any part thereof, and any schedules, invoices, shipping documents, delivery receipts, purchase orders, contacts or other documents representing or relating to the Collateral or any part thereof. (f) Debtors will notify the Secured Party promptly in writing of any change in Debtors' business addresses or chief executive offices, any change in the address at which records concerning the Collateral are necessary kept and any change in Debtor's name, identity or advisable corporate or other structure. (g) Debtors will prevent the Collateral or any part thereof from being or becoming an accession to better reflect other goods not covered by this Security Agreement. (h) Debtors shall pay all out-of-pocket expenses, including reasonable attorneys' fees and costs, incurred by the intent Secured Party after or in reasonable anticipation of the occurrence of an Event of Default in the preservation, realization, enforcement or exercise of any of the Secured Party's rights under this Agreement. (i) Any and all Collateral described or referred to in the granting clauses hereof which is hereafter acquired shall, and without any further conveyance, assignment or act on the part of Debtors or the Secured Party, become and be subject to the security interests herein granted as fully and completely as though specifically described herein, but nothing in this Section 5(i) shall be deemed to modify or change the obligations of Debtors under Section 5(b) hereof. (j) Upon request of the Secured Party, forthwith execute and deliver or cause to be executed and delivered to the Secured Party, in due form for filing or recording (and pay the cost of filing or recording the same in all public offices deemed necessary by the Secured Party), such assignments, security agreements, pledge agreements, consents, waivers, financing statements, stock or bond powers, and other documents, and do such other acts and things, all as the Secured Party may from time to time request, to establish and maintain to the satisfaction of the Secured Party valid perfected liens in all Collateral (free of all other liens, claims, and rights of third parties whatsoever, except for Liens, claims, and rights permitted by this Security Agreement or as set forth on the Schedules hereto).