Common use of AGREEMENTS OF DEBTOR Clause in Contracts

AGREEMENTS OF DEBTOR. (a) Debtor, at Secured Party’s request, at any time and from time to time, shall execute and deliver to Secured Party such financing statements, amendments and any other documents, including Instruments, and do such acts as Secured Party deems necessary in order to establish and maintain valid, attached and perfected security interests in the Collateral in favor of Secured Party, free and clear of all Liens and claims and rights of third parties whatsoever except Permitted Liens. Debtor hereby irrevocably authorizes Secured Party at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (A) as “the Collateral described in the Security Agreement” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including, without limitation, whether Debtor is an organization, the Type of Organization and the Organization ID Number issued to Debtor. Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto that Secured Party has filed in any jurisdiction prior to the date of this Agreement relating to the Collateral. (b) During the term of this Agreement, ▇▇▇▇▇▇ agrees to: (i) keep all of the Collateral (other than with respect to Goods in transit between facilities or sales or leases of Inventory in the ordinary course of business or the sale or lease of other Collateral to the extent permitted by the Loan Agreement) at, and will not maintain any place of business at any location other than, its address(es) shown on Schedule B hereto or at such other addresses of which Debtor shall have given Secured Party not less than thirty (30) days’ prior written notice; provided, however, that Debtor at any time may keep its Inventory at the addresses of its third-party vendors; (ii) keep its records concerning the Accounts Receivables in such a manner as will enable Secured Party or its designees to determine at any time the status of the Accounts Receivables Collateral; (iii) maintain a current record of the location of all Collateral and furnish Secured Party such information concerning Debtor, the Collateral and the Obligor as Secured Party may from time to time reasonably request; (iv) permit Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default at Debtor’s sole expense) to inspect Debtor’s Inventory and other Collateral, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of Debtor pertaining to the Collateral and the Obligors, and will, upon request of Secured Party during the existence of a Default, deliver to Secured Party all of such records and papers; (v) upon request of Secured Party, stamp on its records concerning the Collateral, a notation, in Proper Form, of the security interest of Secured Party hereunder; (vi) promptly notify Secured Party in writing of any change in any material fact or circumstance represented or warranted by Debtor with respect to any of the Collateral, and promptly notify Secured Party in writing of any claim, action or proceeding challenging the Security Interest or affecting title to all or any material portion of the Collateral or the Security Interest and, at Secured Party’s request, appear in and defend any such action or proceeding at Debtor’s expense; (vii) not sell, lease, assign or create or permit to exist any Lien on any Collateral except for the sale or lease of Inventory in the ordinary course of its business, with the exception of the CBD Hemp Flower Inventory which shall not be sold, leased, or assigned (other than to Secured Party) at any time while this Agreement is in effect; (viii) keep all of its Inventory, CBD Hemp Flower Inventory and other Collateral insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and such policies or certificates thereof shall, if Secured Party so requests, be deposited with or furnished to Secured Party; (ix) take such actions as are reasonably necessary to keep its Collateral in good repair and condition; (x) promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Inventory, CBD Hemp Flower Inventory and other Collateral except to the extent the validity thereof is being contested in good faith and adequate reserves are being maintained in connection therewith; (xi) take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (xii) keep all of the tangible Collateral in the United States; (xiii) with respect to Collateral in the possession of a third party, obtain an acknowledgment from the third party that it is holding the Collateral for benefit of Secured Party; (xiv) take other action reasonably requested by Secured Party to ensure the attachment, perfection and, first priority of, and the ability of Secured Party to enforce, the security interests in any and all of the Collateral including, without limitation: 1) cooperating with Secured Party’s reasonable efforts made in furtherance of executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor; 2) complying with any provision of any statute, regulation or treaty of the United States and any applicable states as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interests in such Collateral; 3) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person obligated on Collateral; 4) taking all actions required by the UCC in effect from time to time or by other Law, as applicable in any relevant UCC jurisdiction, or by other Law as applicable in any foreign jurisdiction; (xv) not change its state of formation or organization or Type of Organization without providing Secured Party with at least thirty (30) days’ prior written notice; and (xvi) not change its legal name without providing Secured Party with at least thirty (30) days’ prior written notice. (c) Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by Debtor. Notwithstanding the foregoing, Secured Party shall have no obligation or liability regarding the Collateral or any part thereof by reason of, or arising out of, this Agreement.

AGREEMENTS OF DEBTOR. (a) Debtor, at Secured Party’s reasonable request, at any time and from time to time, shall execute and deliver to Secured Party such financing statements, amendments and any other documents, including Instruments, and do such acts as Secured Party deems reasonably necessary in order to establish and maintain valid, attached and perfected security interests in the Collateral in favor of Secured Party, free and clear of all Liens and claims and rights of third parties whatsoever except Permitted LiensLiens previously disclosed to the Secured Party. Debtor hereby irrevocably authorizes Secured Party at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (A) as “all assets of Debtor,” “the Collateral described in the Security Agreement” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including, without limitation, (A) whether Debtor is an organization, the Type of Organization and the Organization ID Organizational I.D. Number issued to DebtorDebtor and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted or timber to be cut, a sufficient description of the real property to which the Collateral relates. Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto that Secured Party has filed in any jurisdiction prior to the date of this Agreement relating to the Collateral. (b) During Except as otherwise expressly set forth in Section 2, whenever an Event of Default shall be existing, Secured Party shall have the term of this Agreement, ▇▇▇▇▇▇ agrees to: (i) keep right to bring suit to enforce any or all of the Collateral (other than with respect to Goods Intellectual Property or licenses thereunder, in transit between facilities or sales or leases of Inventory in the ordinary course of business or the sale or lease of other Collateral to the extent permitted by the Loan Agreement) at, and will not maintain any place of business at any location other than, its address(es) shown on Schedule B hereto or at such other addresses of which event Debtor shall have given Secured Party not less than thirty (30) days’ prior written notice; provided, however, that Debtor at any time may keep its Inventory at the addresses of its third-party vendors; (ii) keep its records concerning the Accounts Receivables in such a manner as will enable Secured Party or its designees to determine at any time the status of the Accounts Receivables Collateral; (iii) maintain a current record of the location of all Collateral and furnish Secured Party such information concerning Debtor, the Collateral and the Obligor as Secured Party may from time to time reasonably request; (iv) permit Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default at Debtor’s sole expense) to inspect Debtor’s Inventory and other Collateral, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of Debtor pertaining to the Collateral and the Obligors, and will, upon request of Secured Party during the existence of a Default, deliver to Secured Party do any and all of such records lawful acts and papers; (v) upon request of Secured Party, stamp on its records concerning the Collateral, a notation, in Proper Form, of the security interest of Secured Party hereunder; (vi) promptly notify execute any and all proper documents required by Secured Party in writing aid of any change in any material fact or circumstance represented or warranted such enforcement and Debtor shall promptly, upon demand, reimburse and indemnify Secured Party for all costs and expenses incurred by Debtor with respect to any of the Collateral, and promptly notify Secured Party in writing of any claim, action or proceeding challenging the Security Interest or affecting title to all or any material portion of the Collateral or the Security Interest and, at Secured Party’s request, appear in and defend any such action or proceeding at Debtor’s expense; (vii) not sell, lease, assign or create or permit to exist any Lien on any Collateral except for the sale or lease of Inventory in the ordinary course of its business, with the exception of the CBD Hemp Flower Inventory which shall not be sold, leased, or assigned (other than to Secured Party) at any time while this Agreement is in effect; (viii) keep all of its Inventory, CBD Hemp Flower Inventory and other Collateral insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and such policies or certificates thereof shall, if Secured Party so requests, be deposited with or furnished to Secured Party; (ix) take such actions as are reasonably necessary to keep its Collateral in good repair and condition; (x) promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Inventory, CBD Hemp Flower Inventory and other Collateral except to the extent the validity thereof is being contested in good faith and adequate reserves are being maintained in connection therewith; (xi) take all steps reasonably necessary to protect, preserve and maintain all exercise of its rights in the Collateral; (xii) keep all of the tangible Collateral in the United States; (xiii) with respect to Collateral in the possession of a third party, obtain an acknowledgment from the third party that it is holding the Collateral for benefit of Secured Party; (xiv) take other action reasonably requested by Secured Party to ensure the attachment, perfection and, first priority of, and the ability of Secured Party to enforce, the security interests in any and all of the Collateral including, without limitation: 1) cooperating with Secured Party’s reasonable efforts made in furtherance of executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor; 2) complying with any provision of any statute, regulation or treaty of the United States and any applicable states as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interests in such Collateral; 3) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person obligated on Collateral; 4) taking all actions required by the UCC in effect from time to time or by other Law, as applicable in any relevant UCC jurisdiction, or by other Law as applicable in any foreign jurisdiction; (xv) not change its state of formation or organization or Type of Organization without providing Secured Party with at least thirty (30) days’ prior written notice; and (xvi) not change its legal name without providing Secured Party with at least thirty (30) days’ prior written notice. (c) Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by Debtorthis Section 5. Notwithstanding the foregoing, Secured Party shall have no obligation or liability regarding the Collateral or any part thereof by reason of, or arising out of, this Agreement. (c) Debtor hereby agrees that if any of the Pledged Interests are at any time not evidenced by certificates of ownership, then Debtor shall cause the applicable Pledged Issuer with respect to such Pledged Interests to record such pledge on the equityholder register or the books of the issuer and, upon Secured Party’s request, shall cause such Pledged Issuer to execute and deliver to Secured Party an acknowledgment of the pledge of such Pledged Interests in a form reasonably satisfactory to Secured Party.

AGREEMENTS OF DEBTOR. (a) Debtor, at Secured Party’s request, at any time and from time to time, shall execute and deliver to Secured Party such financing statements, amendments and any other documents, including Instruments, and do such acts as Secured Party deems necessary in order to establish and maintain valid, attached and perfected security interests in the Collateral in favor of Secured Party, free and clear of all Liens and claims and rights of third parties whatsoever except Permitted Liens. Debtor hereby irrevocably authorizes Secured Party at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (A) as “all assets of Debtor,” “the Collateral described in the Security Agreement” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including, without limitation, (A) whether Debtor is an organization, the Type of Organization and the Organization ID Number issued to DebtorDebtor and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted or timber to be cut, a sufficient description of the real property to which the Collateral relates. Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto that Secured Party has filed in any jurisdiction prior to the date of this Agreement relating to the CollateralAgreement. (b) During the term of this Agreement, ▇▇▇▇▇▇ Debtor agrees to: (i) keep all of the Collateral (other than with respect to Goods in transit between facilities facilities, temporary warehousing for up to thirty (30) days, or sales or leases of Inventory in the ordinary course of business or the sale or lease of other Collateral to the extent permitted by the Loan Agreement) at, and will not maintain any place of business at any location other than, its address(es) shown on Schedule B I hereto or at such other addresses of which Debtor shall have given Secured Party not less than thirty (30) days’ prior written notice; provided, however, that Debtor at any time may keep its Inventory at the addresses of its third-party vendors; (ii) keep its records concerning the Accounts Receivables Non-Tangible Collateral in such a manner as will enable Secured Party or its designees to determine at any time the status of the Accounts Receivables Non-Tangible Collateral; (iii) maintain a current record of the location of all Collateral and furnish Secured Party such information concerning Debtor, the Collateral and the Obligor Account Debtor as Secured Party may from time to time reasonably request; (iv) permit Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default at Debtor’s sole expenseDefault) to inspect Debtor’s Inventory and other CollateralGoods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of Debtor pertaining to the Collateral and the ObligorsAccount Debtors, and will, upon request of Secured Party during the existence of a Default, deliver to Secured Party all of such records and papers; (v) upon request of Secured Party, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in Proper Formform satisfactory to Secured Party, of the security interest of Secured Party hereunder; (vi) promptly notify Secured Party in writing of any change in any material fact or circumstance represented or warranted by Debtor with respect to any of the Collateral, and promptly notify Secured Party in writing of any claim, action or proceeding challenging the Security Interest or affecting title to all or any material portion of the Collateral or the Security Interest and, at Secured Party’s request, appear in and defend any such action or proceeding at Debtor’s expense; (vii) not sell, lease, assign or create or permit to exist any Lien on any Collateral other than Permitted Liens except for the sale or lease of Inventory in the ordinary course of its business, with the exception business and sales of the CBD Hemp Flower Inventory Equipment which shall not be sold, leased, is no longer useful in its business or assigned (other than to Secured Party) at any time while this Agreement which is in effectbeing replaced by similar Equipment; (viii) keep all of its Inventory, CBD Hemp Flower Inventory and other Collateral Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and copies of such policies or certificates thereof shall, if Secured Party so requests, be deposited with or furnished to Secured Party; (ix) take such actions as are reasonably necessary to keep its Collateral Goods in good repair and condition; (x) take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (xi) promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Inventory, CBD Hemp Flower Inventory Equipment and other Collateral Goods except to the extent the validity thereof is being contested in good faith and adequate reserves are being maintained in connection therewith; (xixii) not (A) permit any of its Equipment to become a Fixture to real property unless such real property is owned by Debtor and is subject to a mortgage in favor of Secured Party, or if such real property is leased, is subject to a landlord's agreement in favor of Secured Party on terms reasonably acceptable to Secured Party, or (B) permit any of its Equipment to become an accession to any other personal property unless such personal property is subject to a first priority lien in favor of Secured Party. (xiii) upon request of Secured Party, (A) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of Secured Party in the Equipment covered thereby, and (B) deliver all such certificates to Secured Party or its designees; (xiv) take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (xiixv) except as listed on Schedule VI, keep all of the tangible Collateral in the United States; (xiiixvi) promptly notify Secured Party in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of Secured Party, promptly execute such other documents, and do such other acts or things deemed appropriate by Secured Party to deliver to Secured Party control with respect to such Collateral; (xvii) promptly notify Secured Party in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents of Title or Instruments and, upon the request of Secured Party, promptly execute such other documents, and do such other acts or things deemed appropriate by Secured Party to deliver to Secured Party possession of such Documents of Title which are negotiable and Instruments, and, with respect to nonnegotiable Documents of Title, to have such nonnegotiable Documents of Title issued in the name of Secured Party; (xviii) with respect to Collateral in the possession of a third party, other than Certificated Securities and Goods covered by a Document of Title, obtain an acknowledgment from the third party that it is holding the Collateral for benefit of Secured Party; (xivxix) promptly notify Secured Party in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party, and, upon the request of Secured Party, promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by Secured Party to give Secured Party a security interest in such Commercial Tort Claim; (xx) take any and all actions necessary to transfer control to Secured Party over any depositary accounts maintained for any Borrower by any depositary bank, including but not limited to changing the signature cards to reflect Secured Party as the sole signatory with power and authority over such depositary accounts within five (5) Business Days of receipt of Secured Party’s written request therefore; (xxi) take other action reasonably requested by Secured Party to ensure the attachment, perfection and, first priority of, and the ability of Secured Party to enforce, the security interests in any and all of the Collateral including, without limitation: 1) cooperating with Secured Party’s reasonable efforts made in furtherance of executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor; 2) complying with any provision of any statute, regulation or treaty of the United States and any applicable states as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interests in such Collateral; 3) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person obligated on Collateral; 4) obtaining waivers from mortgagees and landlords in form and substance satisfactory to Secured Party; and 5) taking all actions required by the UCC in effect from time to time or by other Lawlaw, as applicable in any relevant UCC jurisdiction, or by other Law law as applicable in any foreign jurisdiction; (xvxxii) not change its state of formation or organization or Type of Organization without providing Secured Party with at least thirty (30) days’ prior written notice; and (xvixxiii) not change its legal name without providing Secured Party with at least thirty (30) days’ prior written notice; provided that, the Company has advised Secured Party that it intends to change is corporate name to Oak Tree Educational Partners, Inc., as soon as practicable following the date of this Agreement. (c) Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by Debtor. Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event Debtor shall at the request of Secured Party do any and all lawful acts and execute any and all proper documents required by Secured Party in aid of such enforcement and Debtor shall promptly, upon demand, reimburse and indemnify Secured Party for all costs and expenses incurred by Secured Party in the exercise of its rights under this Section 5. Notwithstanding the foregoing, Secured Party shall have no obligation or liability regarding the Collateral or any part thereof by reason of, or arising out of, this Agreement.

AGREEMENTS OF DEBTOR. (a) Debtor, at Secured Party’s request, at any time and from time to time, shall execute and deliver to Secured Party such financing statements, amendments and any other documents, including Instruments, and do such acts as Secured Party deems reasonably necessary in order to establish and maintain valid, attached and perfected first priority security interests in the Collateral in favor of Secured Party, free and clear of all Liens and claims and rights of third parties whatsoever except Permitted Liens. Debtor hereby irrevocably authorizes Secured Party at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (A) as “all assets of Debtor,” “the Collateral described in the Security Agreement” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including, without limitation, (A) whether Debtor is an organization, the Type of Organization and the Organization ID Number issued to DebtorDebtor and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted or timber to be cut, a sufficient description of the real property to which the Collateral relates. Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto that Secured Party has filed in any jurisdiction prior to the date of this Agreement relating to the Collateral. (b) During the term of this Agreement, ▇▇▇▇▇▇ Debtor agrees to: (i) keep all Comply with the requirements set forth in Section 3.01 of the Collateral (other than with respect to Goods in transit between facilities or sales or leases of Inventory in the ordinary course of business or the sale or lease of other Collateral to the extent permitted by the Loan Agreement) at, and will not maintain any place of business at any location other than, its address(es) shown on Schedule B hereto or at such other addresses of which Debtor shall have given Secured Party not less than thirty (30) days’ prior written notice; provided, however, that Debtor at any time may keep its Inventory at the addresses of its third-party vendorsare incorporated herein; (ii) keep its records concerning the Accounts Receivables Non-Tangible Collateral in such a manner as will enable Secured Party or its designees to reasonably determine at any time the status of the Accounts Receivables Non-Tangible Collateral; (iii) maintain a current record of the location of all Collateral and furnish Secured Party such information concerning Debtor, the Collateral and the Obligor Account Debtor as Secured Party may from time to time reasonably request; (iv) permit Secured Party and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during comply with Section 5.03 of the existence of a Default at Debtor’s sole expense) to inspect Debtor’s Inventory and other Collateral, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of Debtor pertaining to the Collateral and the Obligors, and will, upon request of Secured Party during the existence of a Default, deliver to Secured Party all of such records and papersLoan Agreement; (v) upon request of Secured Party, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in Proper Form, of the security interest of Secured Party hereunder; (vi) promptly notify Secured Party in writing after Debtor becomes aware of any change in any material fact Default or circumstance represented or warranted by Debtor with respect to any of the Collateral, and promptly notify Secured Party in writing of any claim, action or proceeding challenging the Security Interest or affecting title to all or any material portion of the Collateral or the Security Interest and, at Secured Party’s request, appear in and defend any such action or proceeding at Debtor’s expensePotential Default; (vii) not sellincur, lease, assign or create or permit to exist any Lien on any Collateral except for the sale or lease of Inventory in the ordinary course of its business, with the exception of the CBD Hemp Flower Inventory which shall not be sold, leased, or assigned (other than to Secured Party) at any time while this Agreement is in effectPermitted Liens; (viii) keep all of its Inventory, CBD Hemp Flower Inventory and other Collateral Goods insured under policies maintained in accordance with reputable, financially sound insurance companies against loss, damage, theft the requirements of Sections 3.11 and other risks to such extent as is customarily maintained by companies similarly situated, and such policies or certificates thereof shall, if Secured Party so requests, be deposited with or furnished to Secured Party5.08 of the Loan Agreement; (ix) take such actions as are reasonably necessary to keep its Collateral in good repair and condition[reserved]; (x) [reserved]; (xi) promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Inventory, CBD Hemp Flower Inventory Equipment and other Collateral Goods except to the extent the validity thereof is being contested in good faith and adequate reserves are being maintained in connection therewith; (xixii) [reserved]; (xiii) [reserved]; (xiv) take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (xiixv) keep all of the tangible Collateral in the United States; (xiiixvi) upon the request of Secured Party, promptly execute such other documents, and do such other acts or things deemed appropriate by Secured Party to deliver to Secured Party control with respect to any Collateral obtained after the date hereof (other than property excluded pursuant to the terms of Section 2) consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper; (xvii) upon the request of Secured Party, promptly execute such other documents, and do such other acts or things deemed appropriate by Secured Party to deliver to Secured Party possession of any Documents of Title obtained after the date hereof which are negotiable and Instruments, and, with respect to nonnegotiable Documents of Title obtained after the date hereof, to have such nonnegotiable Documents of Title issued in the possession of a third party, obtain an acknowledgment from the third party that it is holding the Collateral for benefit name of Secured Party; (xivxviii) [reserved]; (xix) [reserved]; (xx) comply with the requirements of Section 5.14 of the Loan Agreement; (xxi) take other action reasonably requested by Secured Party to ensure the attachment, perfection and, first priority of, and the ability of Secured Party to enforce, the security interests in any and all of the Collateral including, without limitation: (1) cooperating with Secured Party’s reasonable efforts made in furtherance of executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required therefor; (2) complying with any provision of any statute, regulation or treaty of the United States and any applicable states as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interests in such Collateral; (3) obtaining using commercially reasonable efforts to obtain governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person obligated on Collateral; (4) using commercially reasonable efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to Secured Party; and (5) taking all actions required by the UCC in effect from time to time or by other Law, as applicable in any relevant UCC jurisdiction, or by other Law as applicable in any foreign jurisdiction; (xvxxii) not change its state of formation or organization or Type of Organization without providing Secured Party with at least thirty ten (3010) days’ prior written notice; and (xvixxiii) not change its legal name without providing Secured Party with at least thirty (30) days’ prior written notice. (c) Any reasonable expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by Debtor. Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event Debtor shall at the request of Secured Party do any and all lawful acts and execute any and all proper documents required by Secured Party in aid of such enforcement and Debtor shall promptly, upon demand, reimburse and indemnify Secured Party for all costs and expenses incurred by Secured Party in the exercise of its rights under this Section 5. Notwithstanding the foregoing, Secured Party shall have no obligation or liability regarding the Collateral or any part thereof by reason of, or arising out of, this Agreement.