Common use of DEBTOR’S REPRESENTATIONS AND COVENANTS Clause in Contracts

DEBTOR’S REPRESENTATIONS AND COVENANTS. The Debtor represents, covenants and warrants that unless compliance is waived by all Secured Parties in writing: (a) The Debtor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records. (b) On the date hereof, the Debtor’s chief executive office is located at the address specified on the signature page hereof. In addition, on the date hereof, the Debtor’s jurisdiction of organization and exact legal name are as set forth in the first paragraph of this Agreement. The Debtor shall give the Secured Parties at least 10 Business Days’ notice before changing its chief executive office or jurisdiction of incorporation or organization or its registration as an organization (or effecting any new such registration). The Debtor will notify the Secured Parties in writing prior to any change in the location of any Collateral, including the Books and Records. (c) The Debtor will notify the Secured Parties in writing at least 10 days prior to any change in the Debtor’s name, identity or business structure. (d) The Debtor has not granted and will not grant any security interest in any of the Collateral, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature, in each case except for the security interest of the Secured Parties. (e) The Debtor will promptly notify the Secured Parties in writing of any event which materially and adversely affects the value of the Collateral, taken as a whole, the ability of the Debtor or the Secured Parties to dispose of the Collateral, or the rights and remedies of the Secured Parties in relation thereto. (f) The Debtor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Secured Parties’ security interest (collectively, the “Collateral Costs”). Without waiving the Debtor’s default for failure to make any such payment, the Secured Parties at their option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Secured Indebtedness and bear interest at the rate set out in the Credit Agreement. The Debtor agrees to reimburse the Secured Parties on demand for any Collateral Costs so incurred. (g) Until a Secured Party exercises its rights to make collection, the Debtor will diligently pursue rights to payment constituting Collateral. (h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Debtor shall immediately deliver such document to the Secured Parties, together with any necessary endorsements. (i) So long as no default has occurred and is continuing under this Agreement, the Debtor may withdraw funds from any deposit account which is part of the Collateral without the Secured Parties’ prior written consent. (j) The Debtor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Secured Parties and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Debtor or the Secured Parties. The Debtor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Debtor’s business, or except with the prior written consent of all Secured Parties.

DEBTOR’S REPRESENTATIONS AND COVENANTS. The Debtor represents, covenants and warrants that unless compliance is waived by all the Secured Parties Party in writing: (a) The Debtor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records. (b) On the date hereof, the Debtor’s chief executive office is located at the address specified on the signature page hereof. In addition, on the date hereof, the Debtor’s jurisdiction of organization and exact legal name are as set forth in the first paragraph of this Agreement. The Debtor shall give the Secured Parties Party at least 10 Business Days’ notice before changing its chief executive office or jurisdiction of incorporation or organization or its registration as an organization (or effecting any new such registration). The Debtor will notify the Secured Parties Party in writing prior to any change in the location of any Collateral, including the Books and Records. (c) The Debtor will notify the Secured Parties Party in writing at least 10 days prior to any change in the Debtor’s name, identity or business structure. (d) The Debtor has not granted and will not grant any security interest in any of the Collateral, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature, in each case except for the security interest of the Secured PartiesParty and other Permitted Liens (as defined in the Credit Agreement). (e) The Debtor will promptly notify the Secured Parties Party in writing of any event which materially and adversely affects the value of the Collateral, taken as a whole, the ability of the Debtor or the Secured Parties Party to dispose of the Collateral, or the rights and remedies of the Secured Parties Party in relation thereto. (f) The Debtor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Secured Parties’ Party’s security interest (collectively, the “Collateral Costs”). Without waiving the Debtor’s default for failure to make any such payment, the Secured Parties Party at their its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Secured Indebtedness and bear interest at the rate set out in the Credit Agreement. The Debtor agrees to reimburse the Secured Parties Party on demand for any Collateral Costs so incurred. (g) Until a the Secured Party exercises its rights to make collection, the Debtor will diligently pursue rights to payment constituting Collateral. (h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Debtor shall immediately deliver such document to the Secured PartiesParty, together with any necessary endorsements. (i) So long as no default has occurred and is continuing under this Agreement, the Debtor may withdraw funds from any deposit account which is part of the Collateral without the Secured Parties’ Party’s prior written consent. (j) The Debtor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Secured Parties Party and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Debtor or the Secured PartiesParty. The Debtor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Debtor’s business, or except with the Secured Party’s prior written consent of all Secured Partiesconsent.

DEBTOR’S REPRESENTATIONS AND COVENANTS. The Debtor represents, covenants and warrants that unless compliance is waived by all Secured Parties in writing: (a) The Debtor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records. (b) On the date hereof, the Debtor’s chief executive office is located at the address specified on the signature page hereof. In addition, on the date hereof, the Debtor’s jurisdiction of organization and exact legal name are as set forth in the first paragraph of this Agreement. The Debtor shall give the Secured Parties at least 10 Business Days’ notice before changing its chief executive office or jurisdiction of incorporation or organization or its registration as an organization (or effecting any new such registration). The Debtor will notify the Secured Parties in writing prior to any change in the location of any Collateral, including the Books and Records. (c) The Debtor will notify the Secured Parties in writing at least 10 days prior to any change in the Debtor’s name, identity or business structure. (d) The Debtor has not granted and will not grant any security interest in any of the Collateral, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature, in each case except for the security interest of the Secured Parties. (e) The Debtor will promptly notify the Secured Parties in writing of any event which materially and adversely affects the value of the Collateral, taken as a whole, the ability of the Debtor or the Secured Parties to dispose of the Collateral, or the rights and remedies of the Secured Parties in relation thereto. (f) The Debtor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Secured Parties’ security interest (collectively, the “Collateral Costs”). Without waiving the Debtor’s default for failure to make any such payment, the Secured Parties at their option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Secured Indebtedness and bear interest at the rate set out in the Credit Agreement. The Debtor agrees to reimburse the Secured Parties on demand for any Collateral Costs so incurred. (g) Until a Secured Party exercises its rights to make collection, the Debtor will diligently pursue rights to payment constituting Collateral. (h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Debtor shall immediately deliver such document to the Secured Parties, together with any necessary endorsements. (i) So long as no default has occurred and is continuing under this Agreement, the Debtor may sell Collateral consisting of inventory in the ordinary course and withdraw funds from any deposit account which is part of the Collateral without the Secured Parties’ prior written consent. (j) The Debtor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Secured Parties and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Debtor or the Secured Parties. The Debtor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Debtor’s business, or except with the prior written consent of all Secured Parties.

DEBTOR’S REPRESENTATIONS AND COVENANTS. The Debtor represents, covenants and warrants that unless compliance is waived by all both Secured Parties in writing: (a) The Debtor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records. (b) On the date hereof, the Debtor’s chief executive office is located at the address specified on the signature page hereof. In addition, on the date hereof, the Debtor’s jurisdiction of organization and exact legal name are as set forth in the first paragraph of this Agreement. The Debtor shall give the Secured Parties at least 10 Business Days’ notice before changing its chief executive office or jurisdiction of incorporation or organization or its registration as an organization (or effecting any new such registration). The Debtor will notify the Secured Parties in writing prior to any change in the location of any Collateral, including the Books and Records. (c) The Debtor will notify the Secured Parties in writing at least 10 days prior to any change in the Debtor’s name, identity or business structure. (d) The Debtor has not granted and will not grant any security interest in any of the Collateral, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature, in each case except for the security interest of the Secured Parties. (e) The Debtor will promptly notify the Secured Parties in writing of any event which materially and adversely affects the value of the Collateral, taken as a whole, the ability of the Debtor or the Secured Parties to dispose of the Collateral, or the rights and remedies of the Secured Parties in relation thereto. (f) The Debtor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Secured Parties’ security interest (collectively, the “Collateral Costs”). Without waiving the Debtor’s default for failure to make any such payment, the Secured Parties at their option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Secured Indebtedness and bear interest at the rate set out in the Credit Agreement. The Debtor agrees to reimburse the Secured Parties on demand for any Collateral Costs so incurred. (g) Until a Secured Party Partiey exercises its rights to make collection, the Debtor will diligently pursue rights to payment constituting Collateral. (h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Debtor shall immediately deliver such document to the Secured Parties, together with any necessary endorsements. (i) So long as no default has occurred and is continuing under this Agreement, the Debtor may withdraw funds from any deposit account which is part of the Collateral without the Secured Parties’ ' prior written consent. (j) The Debtor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Secured Parties and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Debtor or the Secured Parties. The Debtor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Debtor’s business, or except with the prior written consent of all both Secured Parties.