Common use of COVENANTS OF DEBTOR Clause in Contracts

COVENANTS OF DEBTOR. So long as this Security Agreement is in effect, the Debtor: (a) will defend the Collateral against the claims and demands of all other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor against the Debtor or the Secured Party, except, as to Inventory, purchasers and lessees in the ordinary course of the Debtor’s business; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest and except as specified in Schedule A attached hereto and made a part hereof; will not sell, transfer, lease, assign, deliver or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed), except that so long as no Event of Default (as hereinafter defined) exists, the Debtor may sell or lease Inventory in the ordinary course of the Debtor’s business; and, with respect to Collateral which consists of Equipment or Inventory, will keep such Collateral only at the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made a part hereof; (b) will notify the Secured Party promptly in writing of any change in the Debtor’s business address and chief executive office specified below, any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity or corporate or other structure; (c) will furnish to the

COVENANTS OF DEBTOR. So long as this Security Agreement is in effect, The Debtor hereby covenants and agrees with the Debtor: Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by persons at any Account Debtor against time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other than as set forth in said Exhibit B; and (iii) any facts which constitute an Debtor Event of Default, or which, with the giving of notice and/or the passage of time, could or would constitute an Debtor Event of Default, pursuant to Section 7 below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as are customary in the Debtor's industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, exceptand Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, as to Inventory, purchasers and lessees in the ordinary course transfer or dispose of the Debtor’s business; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest and except as specified in Schedule A attached hereto and made a part hereof; will not sell, transfer, lease, assign, deliver or otherwise dispose of any Collateral or any interest therein therein, without the prior written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed)Party, except that so long as no Event of Default (as hereinafter defined) exists, the Debtor may sell or lease Inventory in the ordinary course of business; (g) will keep the Collateral free from any adverse lien, security interest or encumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, reasonable wear and tear excepted, and will not waste or destroy the Collateral or any part thereof; (h) will not use the Collateral in material violation of any statute or ordinance the violation of which could materially and adversely affect the Debtor’s 's business; and, with respect to Collateral which consists of Equipment or Inventory, will keep such Collateral only at the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made a part hereof; (bi) will notify not permit the issuance of any other equity shares in Fone without the express written consent of the Secured Party promptly in writing of any change in the Debtor’s business address and chief executive office specified below, any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity or corporate or other structure; (c) will furnish to theeach instance..

COVENANTS OF DEBTOR. So long as this Security Agreement is in effect, the Debtor: Debtor hereby covenants and agrees with Secured Party that Debtor (a) will defend the Collateral against the all claims and demands of all persons at any 3 time claiming any interest therein other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor against the Debtor or the than that of Secured Party; (b) will provide Secured Party with prompt written notice of (i) any change in the office where Debtor maintains its books and records pertaining to the Customer Receivables, exceptand (ii) the movement or location of Collateral to or at any address other than as set forth in EXHIBIT B attached hereto; (c) will promptly pay any and all taxes, as assessments and governmental charges upon the Collateral prior to Inventory, purchasers the date penalties attach thereto except to the extent permitted under the Loan Agreement; (d) will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and lessees the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain insurance at all times in accordance with the provisions of the Loan Agreement; (f) except in the ordinary course of business or as otherwise permitted under the Debtor’s businessLoan Agreement, will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of Secured Party; (g) will keep the Collateral free from all security interests or any adverse Lien (other encumbrancesthan Liens permitted under the Loan Agreement) and in good order and repair, except the Security Interest reasonable wear and except as specified in Schedule A attached hereto tear excepted, and made a part hereof; will not sell, transfer, lease, assign, deliver waste or otherwise dispose of any destroy the Collateral or any interest therein without part thereof; and (h) will not use the prior written consent Collateral in violation of the Secured Party (which consent shall not be unreasonably withheld Loan Agreement or delayed), except that so long as no Event of Default (as hereinafter defined) exists, the Debtor may sell or lease Inventory in the ordinary course of the Debtor’s business; and, with respect to Collateral which consists of Equipment or Inventory, will keep such Collateral only at the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made a part hereof; (b) will notify the Secured Party promptly in writing of any change in the Debtor’s business address and chief executive office specified below, any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity or corporate or other structure; (c) will furnish to thethis Agreement.

COVENANTS OF DEBTOR. So long as this Security Agreement is in effect, The Debtor hereby covenants and agrees with the Debtor: Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by persons at any Account Debtor against time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other than as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled "Debtor Events of Default" below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party, except, as to Inventory, purchasers and lessees Party of any event causing a substantial loss or diminution in the ordinary course value of all or any material part of the Debtor’s businessCollateral and the amount or an estimate of the amount of such loss or diminution; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest and except as specified in Schedule A attached hereto and made a part hereof; (e) will not sell, transfer, lease, sell or offer to sell or otherwise assign, deliver transfer or otherwise dispose of any the Collateral or any interest therein therein, without the prior written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed)Party, except that so long as no Event of Default (as hereinafter defined) exists, the Debtor may sell or lease Inventory in the ordinary course of the Debtor’s business; and(f) will keep the Collateral free from any adverse lien, with respect to security interest or encumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, reasonable wear and tear excepted, and will not waste or destroy the Collateral which consists or any part thereof, and in furtherance of Equipment or Inventorythe foregoing, and not in limitation thereof, will keep such Collateral only at not grant a security interest senior to or pari passu with the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made a part hereof; (b) will notify security interest of the Secured Party promptly in writing Parties contemplated hereby to any other party (except to a party such as a government agency, where the priority of any change in the Debtor’s business address and chief executive office specified below, any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity such party is provided by relevant law or corporate or other structureregulation); (c) will furnish to theand

COVENANTS OF DEBTOR. So long as this Security Agreement is in effect, The Debtor hereby covenants and agrees with each Secured Party that the Debtor: Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by persons at any Account Debtor against time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other than as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled "Debtor Events of Default" below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party, except, as to Inventory, purchasers and lessees Party of any event causing a substantial loss or diminution in the ordinary course value of all or any material part of the Debtor’s businessCollateral and the amount or an estimate of the amount of such loss or diminution; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest and except as specified in Schedule A attached hereto and made a part hereof; (e) will not sell, transfer, lease, sell or offer to sell or otherwise assign, deliver transfer or otherwise dispose of any the Collateral or any interest therein therein, without the prior written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed)Party, except that so long as no Event of Default (as hereinafter defined) exists, the Debtor may sell or lease Inventory in the ordinary course of business; (f) will keep the Collateral free from any adverse lien, security interest or encumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, reasonable wear and tear excepted, and will not waste or destroy the Collateral or any part thereof; and (g) will not use the Collateral in material violation of any statute or ordinance the violation of which could materially and adversely affect the Debtor’s 's business; and, with respect to Collateral which consists of Equipment or Inventory, will keep such Collateral only at the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made a part hereof; (b) will notify the Secured Party promptly in writing of any change in the Debtor’s business address and chief executive office specified below, any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity or corporate or other structure; (c) will furnish to the.

COVENANTS OF DEBTOR. So long as this Security Agreement is in effect, The Debtor hereby covenants and agrees with the Debtor: Agent and the Secured Parties that the Debtor (a) will defend shall take such action as reasonably necessary to protect the Collateral against the all claims and demands of all persons at any time claiming any interest therein senior to that of the Agent and the Secured Parties; (b) shall provide the Agent with prompt written notice of (i) any change in the Debtor's principal office or the office where the Debtor maintains its books and records pertaining to the Customer Receivables, and (ii) the movement or location of any Collateral to or at any address other partiesthan as set forth in EXHIBIT B with respect to the Debtor; (c) shall promptly pay any and all taxes, includingassessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent permitted under the Credit Agreement; (d) shall immediately notify the Agent of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution, except as otherwise permitted by the Credit Agreement; (e) shall have and maintain insurance at all times in accordance with the provisions of the Credit Agreement; (f) except in accordance with the Credit Agreement, shall not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor against the Debtor or the Secured Party, except, as to Inventory, purchasers and lessees in the ordinary course written consent of the Debtor’s businessAgent; will (g) shall keep the Collateral free from all any adverse lien, security interest or encumbrance other than liens, security interests or other encumbrances, except encumbrances contemplated hereby and permitted under the Security Interest and except as specified Credit Agreement; (h) shall keep the Collateral in (i) shall not use the Collateral in Schedule A attached hereto and made a part hereof; will not sell, transfer, lease, assign, deliver or otherwise dispose violation of any Collateral statute or any interest therein without the prior written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed), except that so long as no Event of Default (as hereinafter defined) existsordinance, the Debtor may sell or lease Inventory in the ordinary course violation of the Debtor’s business; and, with respect to Collateral which consists of Equipment or Inventory, will keep such Collateral only at the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made could have a part hereof; (b) will notify the Secured Party promptly in writing of any change in the Debtor’s business address and chief executive office specified below, any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity or corporate or other structure; (c) will furnish to theMaterial Adverse Effect.

COVENANTS OF DEBTOR. So long as this Security Agreement is in effect, The Debtor hereby covenants and agrees with each Secured Party that the Debtor: Debtor (a) will will, at the Debtor’s sole cost and expense, defend the Collateral against the all claims and demands of all other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by persons at any Account Debtor against time claiming any interest therein junior to the Secured Party’s interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other than the address of Debtor set forth in its public filings with the U.S. Securities and Exchange Commission; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor’s industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, exceptand Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, as to Inventory, purchasers and lessees in the ordinary course transfer or dispose of the Debtor’s business; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest and except as specified in Schedule A attached hereto and made a part hereof; will not sell, transfer, lease, assign, deliver or otherwise dispose of any Collateral or any interest therein therein, without the prior written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed)Party, except that so long as no Event of Default (as hereinafter defined) exists, the Debtor may sell or lease Inventory in the ordinary course of business; (g) except as with respect to the Permitted Liens, will keep the Collateral free from any adverse Lien, security interest or encumbrance and in good order and repair, reasonable wear and tear excepted, and will not waste or destroy the Collateral or any part thereof; and (h) will not use the Collateral in material violation of any statute or ordinance the violation of which could materially and adversely affect the Debtor’s business; and, with respect to Collateral which consists of Equipment or Inventory, will keep such Collateral only at the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made a part hereof; (b) will notify the Secured Party promptly in writing of any change in the Debtor’s business address and chief executive office specified below, any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity or corporate or other structure; (c) will furnish to the.

COVENANTS OF DEBTOR. So long as this Security Agreement is in effect, The Debtor hereby covenants and agrees with the Debtor: Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by persons at any Account Debtor against time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other than as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to Section 7 below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor's industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, exceptand Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, as to Inventory, purchasers and lessees in the ordinary course transfer or dispose of the Debtor’s business; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest and except as specified in Schedule A attached hereto and made a part hereof; will not sell, transfer, lease, assign, deliver or otherwise dispose of any Collateral or any interest therein therein, without the prior written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed)Party, except that so long as no Event of Default (as hereinafter defined) exists, the Debtor may sell or lease Inventory in the ordinary course of the Debtor’s business; and, with respect to Collateral which consists of Equipment or Inventory, (g) will keep such the Collateral only at the location at the Debtor’s address specified below and at the locationsfree from any adverse lien, if any, security interest or encumbrance (except for encumbrances specified in Schedule Exhibit A attached hereto or otherwise specified herein) and made in good order and repair, reasonable wear and tear excepted, and will not waste or destroy the Collateral or any part thereof, and in furtherance of the foregoing, and not in limitation thereof, will not grant a part hereofsecurity interest senior to or pari passu with the security interest of the Secured Parties contemplated hereby to any other party (except to a party such as a government agency, where the priority of such party is provided by relevant law or regulation); and (bh) will notify not use the Secured Party promptly Collateral in writing material violation of any change in statute or ordinance the violation of which could materially and adversely affect the Debtor’s business address and chief executive office specified below, any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity or corporate or other structure; (c) will furnish to the's business.

COVENANTS OF DEBTOR. So long as this Security Agreement is in effect, the Debtor: Debtor hereby covenants and agrees with Secured Party that Debtor (a) will defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor against the Debtor or the than that of Secured Party, exceptother than in respect of Permitted Encumbrances; (b) will provide Secured Party with prompt written notice of (i) any change in the office where Debtor maintains its books and records pertaining to the Customer Receivables, and (ii) the movement or location of a material amount of Collateral to or at any address other than as to Inventory, purchasers set forth in EXHIBIT B attached hereto; (c) will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and lessees the amount or an estimate of the amount of such loss or diminution; (d) will have and maintain insurance at all times in accordance with the provisions of the Loan Agreement; (e) except in the ordinary course of business or as otherwise permitted under the Debtor’s businessLoan Agreement, will not sell or offer to sell or otherwise assign transfer or dispose of the Collateral or any interest therein, without the prior written consent of Secured Party; (f) will keep the Collateral free from all security interests or any adverse Lien (other encumbrances, except than Liens permitted under the Security Interest Loan Agreement); and except as specified in Schedule A attached hereto and made a part hereof; (g) will not sell, transfer, lease, assign, deliver or otherwise dispose of any use the Collateral or any interest therein without the prior written consent in violation of the Secured Party (which consent shall not be unreasonably withheld Loan Agreement or delayed), except that so long as no Event of Default (as hereinafter defined) exists, the Debtor may sell or lease Inventory in the ordinary course of the Debtor’s business; and, with respect to Collateral which consists of Equipment or Inventory, will keep such Collateral only at the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made a part hereof; (b) will notify the Secured Party promptly in writing of any change in the Debtor’s business address and chief executive office specified below, any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity or corporate or other structure; (c) will furnish to thethis Agreement.