Common use of General Covenants and Agreements Clause in Contracts

General Covenants and Agreements. The Debtor covenants and agrees with the Secured Party as follows: (a) The Tangible Collateral (other than Inventory in transit or in the process of being sold and other than other items of Collateral which are sold as permitted pursuant to this Security Agreement and Tangible Collateral maintained or used off premises in the ordinary course of business) and the Debtor's records concerning Accounts, shall be kept at Debtor's principal place of business as set forth on the first page of this Security Agreement which shall not be changed without prior notice to Secured Party. (b) Except for purchase money security interests, the Debtor will not, without the prior consent of the Secured Party, pledge or grant any security interest in any of the Collateral to any Person other than the Secured Party, permit any Lien to attach to any of the Collateral or any levy to be made thereon or any financing statement (other than those of the Secured Party) to be on file with respect thereto, or except in the ordinary course of business, sell, assign or convey any of the Collateral. (c) At the request of the Secured Party, the Debtor will join with the Secured Party in executing one or more financing statements pursuant to the UCC in form satisfactory to the Secured Party covering the Collateral wherever filing is deemed necessary or prudent by the Secured Party. In the event that the Debtor fails or refuses to execute any such financing statement within ten (10) days of written request by Debtor, the Secured Party may file an executed copy or photocopy of an executed copy of this Security Agreement as a financing statement in any such offices to the extent permitted by applicable law. (d) The Debtor shall inform the Secured Party in writing of any material adverse change in any of the representations and warranties of the Debtor under this Security Agreement, promptly after the Debtor shall learn of such change. (e) The Debtor will keep and maintain at its own cost and expense customary business records of the Collateral, including without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral. For the further security of the Secured Party, the Debtor agrees that the Secured Party shall have a special property interest in all of the Debtor books and records pertaining to the Collateral. After the occurrence and during the continuance of an Event of Default the Debtor shall deliver and turn over to the Secured Party any such books and records at any time on demand of the Secured Party. (f) The Debtor will within 120 days of the close of each fiscal year, furnish Secured Party with annual financial statements of Debtor consisting of balance sheets and operating statements for the period(s) involved, prepared in accordance with generally accepted accounting principles consistently applied for the period involved. (g) The Debtor will within 50 days after the close of each of the first three (3) fiscal quarters of each fiscal year, furnish Secured Party with unaudited quarterly and year-to-date financial statements of Debtor, consisting of balance sheets and operating statements for the periods involved, prepared in accordance with generally accepted accounting principles applied on a basis consistent with the financial statement(s) previously furnished to Secured Party, taken from the books and records of Debtor.

General Covenants and Agreements. The Debtor Borrower covenants and agrees with the Secured Party Lender as follows: (a) The Tangible Collateral shall be kept (other than Inventory in transit or in the process case of being sold a motor vehicle, principally garaged) at the following locations: VARIOUS LOCATIONS, and other than other items of Collateral which are sold as permitted pursuant to this Security Agreement and Tangible Collateral maintained or used off premises in the ordinary course of business) said locations, and the Debtor's records concerning Accounts, shall be kept at Debtorlocations of the Borrower's principal place of business as set forth on the first page of this Security Agreement which and chief executive office shall not be changed without the prior notice to Secured Partywritten consent of the Lender. (b) Except for purchase money security interestsThe Borrower shall immediately advise the Lender in writing of any change in the location of its principal place of business, the Debtor location of its chief executive office, or the places where the Collateral is kept. (c) The Borrower is and shall remain the owner of all real estate on which any of the locations on which any of the Collateral is kept are located; or if not, the Borrower shall promptly upon Lender's request obtain from each owner of said real estate (and such owner's mortgagee, if applicable) a written waiver or subordination in form and substance satisfactory to the Lender) of any landlord's Lien, other Lien, or other interest said owner (or such mortgagee) might have with respect to the Collateral. (d) Unless Section 2.03(d) is completed, the Borrower will not allow any of the Collateral to become attached to any real estate in such manner as to become a fixture or a part thereof without the written consent of the Lender. However, if at any time any of the Collateral should be affixed to any real estate, the security interest of the Lender under this Agreement shall nevertheless continue in that Collateral. The Borrower shall promptly furnish to the Lender a description of such real estate and the names of the record owners thereof, execute such additional financing statements and other documents as the Lender may require, obtain from the owners of such real estate and the holders of any Liens thereon such subordination agreements and other documents as the Lender may request, and take such other actions as the Lender may deem necessary or desirable in order to preserve and perfect the Lender's security interest therein as a first priority perfected security interest. (e) The Borrower will not, without the prior consent of the Secured PartyLender, pledge or grant any security interest in any of the Collateral to any Person other than the Secured PartyLender, or permit any Lien to attach to any of the Collateral or any levy to be made thereon or any financing statement (other than those of the Secured PartyLender) to be on file with respect thereto, or except in the ordinary course of business, sell, assign or convey any of the Collateral. (cf) At the request of the Secured PartyLender, the Debtor Borrower will join with the Secured Party Lender in executing one or more financing statements pursuant to the UCC Uniform Commercial Code in form satisfactory to the Secured Party Lender covering the Collateral and will pay the costs of filing the same in all public offices wherever filing is deemed necessary or prudent by the Secured PartyLender. In the event that the Debtor Borrower fails or refuses to execute any such financing statement within ten (10) days of written request by Debtorstatement, the Secured Party Lender may file an executed copy or photocopy of an executed copy of this Security Agreement as a financing statement in any such offices to the extent permitted by applicable law. (dg) The Debtor Lender may correct any and all patent errors in this Agreement or any financing statements or other documents executed in connection herewith. (h) The Borrower shall inform the Secured Party Lender in writing of any material adverse change in any of the representations and warranties of the Debtor Borrower under this Security Agreement, promptly after the Debtor Borrower shall learn of such change. (ei) The Debtor Borrower shall furnish to the Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Lender may reasonably request, all in reasonable detail. (j) The Borrower will keep and maintain at its own cost and expense customary business satisfactory and complete records of the Collateral, including without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral. For the further security of the Secured PartyLender, the Debtor Borrower agrees that the Secured Party Lender shall have a special property security interest in all of the Debtor Borrower's books and records pertaining to the Collateral. Upon request of the Lender such books and records will be segregated and marked by the Borrower with the Lender's name in a manner satisfactory to the Lender. After the occurrence and during the continuance of an Event of Default the Debtor Borrower shall deliver and turn over to the Secured Party Lender any such books and records at any time on demand of the Secured PartyLender, where Borrower shall keep copy of same. (fk) The Debtor will within 120 days Borrower shall promptly upon Lender's request deliver to the Lender the certificates of title for any motor vehicles now or hereafter included in the close Collateral that are subject to the Alabama Uniform Certificate of each fiscal year, furnish Secured Party with annual financial statements Title and Anti-theft Act or the title laws of Debtor consisting of balance sheets any other jurisdiction and operating statements for the period(s) involved, prepared in accordance with generally accepted accounting principles consistently applied for the period involved. (g) The Debtor will within 50 days after the close of each of the first three (3) fiscal quarters of each fiscal year, furnish Secured Party with unaudited quarterly and year-to-date financial statements of Debtor, consisting of balance sheets and operating statements for the periods involved, prepared in accordance with generally accepted accounting principles applied on a basis consistent shall join with the financial statement(s) previously furnished Lender in executing any applications and other documents and taking any other actions necessary or desirable in the Lender's opinion to Secured Party, taken from the books and records perfect its security interest under this Agreement in such vehicles. The Lender may retain possession of Debtorsuch certificates of title until this Agreement is terminated asset forth in Section 4.08.

General Covenants and Agreements. The Debtor covenants and agrees with the Secured Party as follows: (a) The Tangible Collateral (other than Inventory in transit or in the process of being sold and other than other items of Collateral which are sold as permitted pursuant to this Security Agreement and Tangible Collateral maintained or used off premises in the ordinary course of business) and the Debtor's records concerning Accounts, shall be kept at Debtor's principal place of business as set forth on the first page of this Security Agreement which shall not be changed without prior notice to Secured Party. (b) Except for purchase money security interests, the Debtor will not, without the prior consent of the Secured Party, pledge or grant any security interest in any of the Collateral to any Person other than the Secured Party, permit any Lien to attach to any of the Collateral or any levy to be made thereon or any financing statement (other than those of the Secured Party) to be on file with respect thereto, or except in the ordinary course of business, sell, assign or convey any of the Collateral. (c) At the request of the Secured Party, the Debtor will join with the Secured Party in executing one or more financing statements pursuant to the UCC in form satisfactory to the Secured Party covering the Collateral wherever filing is deemed necessary or prudent by the Secured Party. In the event that the Debtor fails or refuses to execute any such financing statement within ten (10) days of written request by Debtor, the Secured Party may file an executed copy or photocopy of an executed copy of this Security Agreement as a financing statement in any such offices to the extent permitted by applicable law. (d) The Debtor shall inform the Secured Party in writing of any material adverse change in any of the representations and warranties of the Debtor under this Security Agreement, promptly after the Debtor shall learn of such change. (e) The Debtor will keep and maintain at its own cost and expense customary business records of the Collateral, including without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral. For the further security of the Secured Party, the Debtor agrees that the Secured Party shall have a special property interest in all of the Debtor books and records pertaining to the Collateral. After the occurrence and during the continuance of an Event of Default the Debtor shall deliver and turn over to the Secured Party any such books and records at any time on demand of the Secured Party. (f) The Debtor will within 120 days of the close of each fiscal year, furnish Secured Party with annual financial statements of Debtor consisting of balance sheets and operating statements for the period(s) involved, prepared in accordance with generally accepted accounting principles consistently applied for the period involved. (g) The Debtor will within 50 days after the close of each of the first three (3) fiscal quarters of each fiscal year, furnish Secured Party with unaudited quarterly and year-to-date financial statements of Debtor, consisting of balance sheets and operating statements for the periods involved, prepared in accordance with generally accepted accounting principles applied on a basis consistent with the financial statement(s) previously furnished to Secured Party, taken from the books and records of Debtor.Secured