Common use of COVENANTS OF DEBTOR Clause in Contracts

COVENANTS OF DEBTOR. (a) Debtor agrees: (i) to pay the Obligations secured hereby when due; (ii) to indemnify and hold harmless Agent and each Secured Creditor against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to pay all costs and expenses, including reasonable attorneys’ fees (whether incurred before trial, at trial, or in any bankruptcy or arbitration proceeding), incurred by Agent in the perfection and preservation of the Collateral or Agent’s interest therein and/or the realization, enforcement and exercise of Agent’s rights, powers and remedies hereunder; (iv) to permit Agent to exercise its powers hereunder; (v) to execute and deliver such documents as Agent deems necessary to create, perfect and continue the security interests contemplated hereby; (vi) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Agent and each Secured Creditor prior written notice thereof; (vii) not to change the places where Debtor keeps any Collateral or Debtor’s records concerning the Collateral and Proceeds without giving Agent and each Secured Creditor prior written notice of the address to which Debtor is moving same; and (viii) to cooperate with Agent in perfecting all security interests granted herein and in obtaining such agreements from third parties as Agent deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.

COVENANTS OF DEBTOR. (a) Debtor agreesagrees in general: (i) to pay the Obligations Indebtedness secured hereby when due; (ii) to indemnify and hold harmless Agent and each Secured Creditor Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to pay all costs and expenses, including reasonable attorneys’ fees (whether incurred before trial, at trial, or in any bankruptcy or arbitration proceeding), incurred by Agent in the perfection and preservation of the Collateral or Agent’s interest therein and/or the realization, enforcement and permit Bank to exercise of Agent’s rights, powers and remedies hereunderits powers; (iv) to permit Agent to exercise its powers hereunder; (v) to execute and deliver such documents as Agent Bank deems reasonably necessary to create, perfect and continue the security interests contemplated hereby; (viv) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Agent and each Secured Creditor Bank prior written notice thereof; (viivi) not to change the places where Debtor keeps any Collateral or Debtor’s 's records concerning the Collateral and Proceeds without giving Agent and each Secured Creditor Bank prior written notice of the address to which Debtor is moving samesame (provided that if Debtor fails to so notify Bank or obtain a landlord waiver or warehouseman’s agreement, as applicable, within thirty (30) days after moving such Collateral, Bank’s sole right and remedy with respect to such breach shall be to exclude such Collateral from any calculation of the Asset Coverage Ratio under the Credit Agreement dated as of even date herewith between Borrower and Bank (the “Credit Agreement”); and (viiivii) to use commercially reasonable efforts to cooperate with Agent Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Agent Bank deems reasonably necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.

COVENANTS OF DEBTOR. (a) Debtor agreesagrees in general: (i) to pay the Obligations Indebtedness secured hereby when due; (ii) to indemnify and hold harmless Agent and each Secured Creditor Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject heretohereto except to the extent such losses, claims, demands, liabilities and expenses are caused directly by Bank’s willful misconduct or gross negligence; (iii) to pay all costs and expenses, including reasonable attorneys’ fees (whether incurred before trial, at trial, or in any bankruptcy or arbitration proceeding)fees, incurred by Agent Bank in the perfection and preservation of the Collateral or AgentBank’s interest therein and/or the realization, enforcement and exercise of AgentBank’s rights, powers and remedies hereunder; (iv) to permit Agent Bank to exercise its powers hereunderpowers; (v) to execute and deliver such documents as Agent Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (vi) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Agent and each Secured Creditor Bank prior written notice thereof; (vii) not to change the places where Debtor keeps any Collateral or Debtor’s records concerning the Collateral and Proceeds without giving Agent and each Secured Creditor Bank prior written notice of the address to which Debtor is moving same; and (viii) to cooperate with Agent Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Agent Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.

COVENANTS OF DEBTOR. (a) Debtor agreesagrees in general: (i) to pay the Obligations Indebtedness secured hereby when due; (ii) to indemnify the Issuer and hold harmless Agent and each Secured Creditor Trustee against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to pay all reasonable costs and expenses, including reasonable attorneys’ fees (whether incurred before trial, at trial, or in any bankruptcy or arbitration proceeding)fees, incurred by Agent Trustee in the perfection and preservation of the Collateral or AgentTrustee’s interest therein and/or the realization, enforcement and exercise of AgentTrustee’s rights, powers and remedies hereunder; (iv) to permit Agent Trustee to exercise its powers hereunderpowers; (v) to execute and deliver such documents as Agent Trustee reasonably deems necessary to create, perfect and continue the security interests contemplated hereby; (vi) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Agent and each Secured Creditor Trustee prior written notice thereof; (vii) not to change the places where Debtor keeps any Collateral or Debtor’s records concerning the Collateral and Proceeds without giving Agent and each Secured Creditor Trustee prior written notice of the address to which Debtor is moving same; and (viii) to cooperate with Agent Trustee in perfecting all security interests granted herein and in obtaining such agreements (subject to the terms of the Intercreditor Agreement,) from third parties as Agent Trustee reasonably deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.

COVENANTS OF DEBTOR. (a) Debtor agreesagrees in general: (i) to pay the Obligations Indebtedness secured hereby when due; (ii) to indemnify and hold harmless Agent and each Secured Creditor Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto, except to the extent caused by Bank’s gross negligence or wilful malfeasance; (iii) to pay all costs and expenses, including reasonable attorneys’ fees (whether incurred before trial, at trial, or in any bankruptcy or arbitration proceeding), incurred by Agent in the perfection and preservation of the Collateral or Agent’s interest therein and/or the realization, enforcement and permit Bank to exercise of Agent’s rights, powers and remedies hereunderits powers; (iv) to permit Agent to exercise its powers hereunder; (v) to execute and deliver such documents as Agent Bank deems reasonably necessary to create, perfect and continue the security interests contemplated hereby; (viv) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Agent and each Secured Creditor Bank prior written notice thereof; (viivi) not to change the places where Debtor keeps any Collateral (except (A) goods in transit and (B) illumination devices and related equipment, with [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. an aggregate book value of not more than $1,000,000, placed, in the ordinary course of business, with customers or at study sites) or Debtor’s records concerning the Collateral Collateral, Proceeds and Proceeds Rights to Payment without giving Agent and each Secured Creditor Bank prior written notice of the address to which Debtor is moving same; and (viiivii) to cooperate with Agent Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Agent Bank deems reasonably necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.

COVENANTS OF DEBTOR. (a) Debtor agrees: (i) to pay the Secured Obligations secured hereby when due; (ii) to indemnify and hold harmless Agent and each Secured Creditor the Lender against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to pay all costs and expenses, including reasonable attorneys’ ' fees (whether incurred before trial, at trial, or in any bankruptcy or arbitration proceeding), arbitration) incurred by Agent Lender in the perfection and preservation of the Collateral or Agent’s enforcing Lender's interest therein and/or the realization, enforcement and exercise of Agent’s the Lender's rights, powers and remedies hereunder; (iv) to permit Agent Lender to exercise its powers hereunder; (v) to execute and deliver such documents as Agent Lender deems necessary to create, perfect and continue the security interests contemplated hereby; (vi) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Agent and each Secured Creditor the Lender prior written notice thereof; (vii) not to change the places where Debtor keeps any Collateral or Debtor’s 's records concerning the Collateral and Proceeds without giving Agent and each Secured Creditor the Lender prior written notice of the address to which Debtor is moving same; and (viii) to cooperate with Agent the Lender in perfecting all security interests granted herein and in obtaining such agreements from third parties as Agent the Lender deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.

COVENANTS OF DEBTOR. (a) Debtor agreesagrees in general: (i) to pay the Obligations Indebtedness secured hereby when due; (ii) to indemnify and hold harmless Agent and each Secured Creditor Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto, except to the extent caused by Bank after taking possession or control thereof; (iii) to pay all reasonable costs and expenses, including reasonable attorneys’ fees (whether incurred before trial, at trial, or in any bankruptcy or arbitration proceeding)fees, incurred by Agent Bank in the perfection and preservation of the Collateral or AgentBank’s interest therein and/or the realization, enforcement and exercise of AgentBank’s rights, powers and remedies hereunder; (iv) to permit Agent Bank to exercise its powers hereunderpowers; (v) to execute and deliver such documents as Agent Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (vi) not to change its name, and as applicable, its chief executive office, its Its principal residence or the jurisdiction in which it is organized and/or registered without giving Agent and each Secured Creditor Bank prior written notice thereof; (vii) not to change the places where Debtor keeps any Collateral (except security deposits (and interest thereon), goods in transit, goods that are temporarily in the possession of repairmen or goods in storage in the ordinary course of business) or Debtor’s records concerning the Collateral and Proceeds without giving Agent and each Secured Creditor Bank prior written notice of the address to which Debtor is moving same; and (viii) to cooperate with Agent Bank in perfecting all security interests granted herein as required in the Credit Agreement and in obtaining such agreements from third parties as Agent Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder. Upon the occurrence and during the continuance of an Event of Default, Debtor shall immediately execute, obtain from third parties, deliver, file and record such documentation as Bank reasonably requires in order to perfect the Bank’s security interest in all Collateral.

COVENANTS OF DEBTOR. (a) Debtor agreesagrees in general: (i) to pay the Obligations Indebtedness secured hereby when due; (ii) to indemnify and hold harmless Agent and each Secured Creditor Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject heretohereto except for such losses, claims, demands, liabilities and expenses resulting from Bank’s gross negligence or willful misconduct; (iii) to pay all costs and expenses, including reasonable attorneys’ fees (whether incurred before trial, at trial, or in any bankruptcy or arbitration proceeding), incurred by Agent in the perfection and preservation of the Collateral or Agent’s interest therein and/or the realization, enforcement and exercise of Agent’s rights, powers and remedies hereunder; (iv) to permit Agent Bank to exercise its powers hereunderunder this Agreement or any other Loan Document; (viv) to execute and deliver such documents as Agent Bank deems reasonably necessary to create, perfect and continue the security interests contemplated hereby; (viv) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Agent and each Secured Creditor Bank prior written notice thereof; (viivi) not to change the places any location where Debtor keeps any Collateral with an aggregate value in excess of One Hundred Thousand Dollars ($100,000) in respect of any specific location or with an aggregate value in excess of Five Hundred Thousand Dollars ($500,000) in respect of all locations, or Debtor’s records concerning the Collateral Collateral, Proceeds and Proceeds Rights to Payment without giving Agent and each Secured Creditor Bank prior written notice of the address to which Debtor is moving same; and (viiivii) to cooperate with Agent Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Agent Bank deems reasonably necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.