Common use of COVENANTS OF THE DEBTOR Clause in Contracts

COVENANTS OF THE DEBTOR. The Debtor hereby covenants with ATB that: the Debtor owns and will maintain the Collateral free of Encumbrances, except those agreed to in writing between ATB and the Debtor and those described in Schedule "B" hereto, or hereafter approved in writing by ATB prior to their creation or assumption, and will defend its title to the Collateral for the benefit of ATB against the claims and demands of all persons; the Debtor will maintain the Collateral in good condition and repair and will not allow the value of the Collateral to be materially impaired and will permit ATB or such person as ATB may from time to time appoint to enter into any premises during business hours and on reasonable prior notice (or at such other time as may be reasonably requested by ATB or such person) where the Collateral may be kept to view its condition; the Debtor will conduct its business in a proper and business-like manner and will keep proper books of account and records of its business, and upon request will furnish access to its books and records at all reasonable times, and will give to ATB any information which it may reasonably require relating to the Debtor's business; the Debtor will punctually pay all rents, taxes, rates and assessments lawfully assessed or imposed upon any property or income of the Debtor and will punctually pay all debts and obligations to labourers, workers, employees, contractors, subcontractors, suppliers of materials and other creditors which, when unpaid, might under applicable federal, provincial, state or other laws have priority over the Security Interest granted by this Agreement; the Debtor will punctually make all payments and perform all of its obligations under any contracts under which any material Collateral is held or to which it is subject; the Debtor will immediately give notice to ATB of: any change in the location of the Collateral from that specified in Section 5(i) hereof; the details of any material acquisition or disposition of Collateral (whether authorized by ATB or not), including any additions to or deletions from the listing of serial numbers and vehicle identification numbers specified in Schedule "A" hereto; any material loss of or damage to Collateral; the details of any claims or litigation that could adversely affect the Debtor or the Collateral in any material way; any change of its name or of any trade or business name used by it; any change of its place of business, or if it has more than one place of business, of its chief executive office; and any merger or amalgamation of the Debtor with any person; and the Debtor agrees not to effect or permit any of the changes referred to in clauses (i), (ii), (v), (vi) or (vii) above unless all filings have been made and all other actions have been taken that are required or desirable (as determined by ATB) in order for ATB to continue to have a valid and perfected Security Interest in respect of the Collateral at all times following such change; the Debtor will insure and keep insured the Collateral (or, in the case of any real property, the buildings located on and constituting part of the Collateral) against loss or damage by fire, lightning, explosion, smoke, impact by aircraft or land vehicle, riot, windstorm, hail and other insurable hazards to the extent of its full insurable value, and will maintain all such other insurance as ATB may reasonably require. The loss under the policies of insurance will be made payable to ATB as its interest may appear and will be written by an insurance company approved by ATB on terms reasonably satisfactory to ATB, and the Debtor will provide ATB with copies of the same. The Debtor will pay all premiums and other sums of money necessary for such purposes as they become due and will deliver to ATB proof of said payment, and will not allow anything to be done by which the policies may become vitiated. Upon the happening of any loss or damage the Debtor will furnish at its expense all necessary proofs and will do all necessary acts to enable ATB to obtain payment of the insurance monies; the Debtor will observe the requirements of any regulatory or governmental authority with respect to the Collateral, except to the extent any failure to do so would not reasonably be expected to have a material adverse effect on its business, operations or financial condition or affect the priority of the Security Interest created hereunder or affect the rights and remedies of ATB hereunder; the Debtor will not remove any of the Collateral from any location specified in Section 5(i) hereof without the prior written consent of ATB; ATB may pay or satisfy any Encumbrance created in respect of any Collateral, or any sum necessary to be paid to clear title to such Collateral, and the Debtor agrees to repay the same on demand, plus interest thereon at a rate equal to the highest rate of interest payable by the Debtor on any portion of the Indebtedness; ATB and the Debtor may from time to time agree in writing as to affirmative and negative covenants and restrictions to be performed and observed by the Debtor in respect of provision of financial information, payment of dividends, capital expenditures, incurring of additional obligations, reduction of capital, distribution of assets, amalgamation, repayment of loans, lending of money, sale and other disposition of assets and/or such other matters as ATB and the Debtor may think fit, and the Debtor agrees to perform and observe such affirmative and negative covenants and restrictions to the same extent and effect as if the same were fully set forth in this Agreement; and the Debtor will not permit the Collateral constituting personal property to become affixed to real or other personal property (unless the Debtor owns such real or other personal property, and ATB has a Security Interest therein having the same priority as in respect of the Collateral becoming so affixed) without the prior consent of ATB in writing, and will obtain and deliver to ATB such waivers regarding the Collateral as ATB may reasonably request from any owner, landlord or mortgagee of the premises where the Collateral is or may be located.

COVENANTS OF THE DEBTOR. The Debtor hereby covenants with ATB the Agent and the Lenders that: the Debtor owns and will maintain the Collateral free of Encumbrances, Encumbrances except those agreed to in writing between ATB for Permitted Encumbrances and the Debtor and those described in Schedule "B" hereto, or hereafter approved in writing by ATB prior to their creation or assumption, and will defend its title to the Collateral for the benefit of ATB the Agent against the claims and demands of all persons; the Debtor will maintain the Collateral in good condition and repair and will not allow the value of the Collateral to be materially impaired and will permit ATB the Agent or such person as ATB the Agent may from time to time appoint to enter into any premises during business hours and on reasonable prior notice (or at such other time as may be reasonably requested by ATB the Agent or such person) where the Collateral may be kept to view its condition; the Debtor will conduct its business in a proper and business-like manner and will keep proper books of account and records of its business, and upon request will furnish access to its books and records at all reasonable times, and will give to ATB the Agent any information which it may reasonably require relating to the Debtor's business; the Debtor will punctually pay all rents, taxes, rates and assessments lawfully assessed or imposed upon any property or income of the Debtor and will punctually pay all debts and obligations to labourers, workers, employees, contractors, subcontractors, suppliers of materials and other creditors which, when unpaid, might under applicable federal, provincial, state or other laws have priority over the Security Interest granted by this Agreement; the Debtor will punctually make all payments and perform all of its obligations under any contracts under which any material Collateral is held or to which it is subject; the Debtor will immediately give notice to ATB the Agent of: any change in the location of the Collateral from that specified in Section 5(i) hereof; the details of any material acquisition or disposition of Collateral (whether authorized by ATB the Agent or the Lenders or not), including any additions to or deletions from the listing of serial numbers and vehicle identification numbers specified in Schedule "A" hereto; any material loss of or damage to Collateral; the details of any claims or litigation that could adversely affect the Debtor or the Collateral in any material way; any change of its name or of any trade or business name used by it; any change of its place of business, or if it has more than one place of business, of its chief executive office; and any merger or amalgamation of the Debtor with any person; and the Debtor agrees not to effect or permit any of the changes referred to in clauses (i), (ii), (v), (vi) or (vii) above unless all filings have been made and all other actions have been taken that are required or desirable (as determined by ATBthe Agent) in order for ATB the Agent to continue to have a valid and perfected Security Interest in respect of the Collateral at all times following such change; the Debtor will insure and keep insured the Collateral (or, in the case of any real property, the buildings located on and constituting part of the Collateral) against loss or damage by fire, lightning, explosion, smoke, impact by aircraft or land vehicle, riot, windstorm, hail and other insurable hazards to the extent of its full insurable value, and will maintain all such other insurance as ATB the Agent may reasonably require. The loss under the policies of insurance will be made payable to ATB the Agent as its interest may appear and will be written by an insurance company approved by ATB the Agent on terms reasonably satisfactory to ATBthe Agent, and the Debtor will provide ATB the Agent with copies of the same. The Debtor will pay all premiums and other sums of money necessary for such purposes as they become due and will deliver to ATB the Agent proof of said payment, and will not allow anything to be done by which the policies may become vitiated. Upon the happening of any loss or damage the Debtor will furnish at its expense all necessary proofs and will do all necessary acts to enable ATB the Agent to obtain payment of the insurance monies; the Debtor will observe the requirements of any regulatory or governmental authority with respect to the Collateral, except to the extent any failure to do so would not reasonably be expected to have a material adverse effect on its business, operations or financial condition or affect the priority of the Security Interest created hereunder or affect the rights and remedies of ATB the Agent and the Lenders hereunder; the Debtor will not remove any of the Collateral from any location specified in Section 5(i) hereof without the prior written consent of ATBthe Agent; ATB the Agent may pay or satisfy any Encumbrance created in respect of any Collateral, or any sum necessary to be paid to clear title to such Collateral, and the Debtor agrees to repay the same on demand, plus interest thereon at a rate equal to the highest rate of interest payable by the Debtor on any portion of the Indebtedness; ATB the Agent, the Lenders and the Debtor may from time to time agree in writing as to affirmative and negative covenants and restrictions to be performed and observed by the Debtor in respect of provision of financial information, payment of dividends, capital expenditures, incurring of additional obligations, reduction of capital, distribution of assets, amalgamation, repayment of loans, lending of money, sale and other disposition of assets and/or such other matters as ATB the Agent, the Lenders and the Debtor may think fit, and the Debtor agrees to perform and observe such affirmative and negative covenants and restrictions to the same extent and effect as if the same were fully set forth in this Agreement; and the Debtor will not permit the Collateral constituting personal property to become affixed to real or other personal property (unless the Debtor owns such real or other personal property, and ATB the Agent has a Security Interest therein having the same priority as in respect of the Collateral becoming so affixed) without the prior consent of ATB the Agent in writing, and will obtain and deliver to ATB the Agent such waivers regarding the Collateral as ATB the Agent may reasonably request from any owner, landlord or mortgagee of the premises where the Collateral is or may be located.

COVENANTS OF THE DEBTOR. The Debtor hereby covenants with ATB that: the Debtor owns and will maintain the Collateral free of Encumbrances, except those agreed to in writing between ATB and the Debtor and those described in Schedule "BA" hereto, or hereafter approved in writing by ATB prior to their creation or assumption, and will defend its title to the Collateral for the benefit of ATB against the claims and demands of all persons; the Debtor will maintain the Collateral in good condition and repair and will not allow the value of the Collateral to be materially impaired and will permit ATB or such person as ATB may from time to time appoint to enter into any premises during business hours and on reasonable prior notice (or at such other time as may be reasonably requested by ATB or such person) where the Collateral may be kept to view its condition; the Debtor will conduct its business in a proper and business-like manner and will keep proper books of account and records of its business, and upon request will furnish access to its books and records at all reasonable times, and will give to ATB any information which it may reasonably require relating to the Debtor's business; the Debtor will punctually pay all rents, taxes, rates and assessments lawfully assessed or imposed upon any property or income of the Debtor and will punctually pay all debts and obligations to labourers, workers, employees, contractors, subcontractors, suppliers of materials and other creditors which, when unpaid, might under applicable federal, provincial, state or other laws have priority over the Security Interest granted by this Agreement; the Debtor will punctually make all payments and perform all of its obligations under any contracts under which any material Collateral is held or to which it is subject; the Debtor will immediately give notice to ATB of: any change in the location of the Collateral from that specified in Section 5(i) hereof; the details of any material acquisition or disposition of Collateral (whether authorized by ATB or not), including any additions to or deletions from the listing of serial numbers and vehicle identification numbers specified in Schedule "A" hereto; any material loss of or damage to Collateral; the details of any claims or litigation that could adversely affect the Debtor or the Collateral in any material way; any change of its name or of any trade or business name used by it; any change of its place of business, or if it has more than one place of business, of its chief executive office; and any merger or amalgamation of the Debtor with any person; and the Debtor agrees not to effect or permit any of the changes referred to in clauses (i), (ii), (v), (vi) or (vii) above unless all filings have been made and all other actions have been taken that are required or desirable (as determined by ATB) in order for ATB to continue to have a valid and perfected Security Interest in respect of the Collateral at all times following such change; the Debtor will insure and keep insured the Collateral (or, in the case of any real property, the buildings located on and constituting part of the Collateral) against loss or damage by fire, lightning, explosion, smoke, impact by aircraft or land vehicle, riot, windstorm, hail and other insurable hazards to the extent of its full insurable value, and will maintain all such other insurance as ATB may reasonably require. The loss under the policies of insurance will be made payable to ATB as its interest may appear and will be written by an insurance company approved by ATB on terms reasonably satisfactory to ATB, and the Debtor will provide ATB with copies of the same. The Debtor will pay all premiums and other sums of money necessary for such purposes as they become due and will deliver to ATB proof of said payment, and will not allow anything to be done by which the policies may become vitiated. Upon the happening of any loss or damage the Debtor will furnish at its expense all necessary proofs and will do all necessary acts to enable ATB to obtain payment of the insurance monies; the Debtor will observe the requirements of any regulatory or governmental authority with respect to the Collateral, except to the extent any failure to do so would not reasonably be expected to have a material adverse effect on its business, operations or financial condition or affect the priority of the Security Interest created hereunder or affect the rights and remedies of ATB hereunder; the Debtor will not remove any of the Collateral from any location specified in Section 5(i) hereof without the prior written consent of ATB; ATB may pay or satisfy any Encumbrance created in respect of any Collateral, or any sum necessary to be paid to clear title to such Collateral, and the Debtor agrees to repay the same on demand, plus interest thereon at a rate equal to the highest rate of interest payable by the Debtor on any portion of the Indebtedness; ATB and the Debtor may from time to time agree in writing as to affirmative and negative covenants and restrictions to be performed and observed by the Debtor in respect of provision of financial information, payment of dividends, capital expenditures, incurring of additional obligations, reduction of capital, distribution of assets, amalgamation, repayment of loans, lending of money, sale and other disposition of assets and/or such other matters as ATB and the Debtor may think fit, and the Debtor agrees to perform and observe such affirmative and negative covenants and restrictions to the same extent and effect as if the same were fully set forth in this Agreement; and the Debtor will not permit the Collateral constituting personal property to become affixed to real or other personal property (unless the Debtor owns such real or other personal property, and ATB has a Security Interest therein having the same priority as in respect of the Collateral becoming so affixed) without the prior consent of ATB in writing, and will obtain and deliver to ATB such waivers regarding the Collateral as ATB may reasonably request from any owner, landlord or mortgagee of the premises where the Collateral is or may be located.

COVENANTS OF THE DEBTOR. The So long as this Security Agreement remains in effect Debtor hereby covenants with ATB thatand agrees: to defend the Debtor owns Collateral against the claims and will maintain demands of all other parties claiming the same or an interest therein; to diligently initiate and prosecute legal action against all infringers of Debtor's rights in Intellectual Property; to take all reasonable action to keep the Collateral free of from all Encumbrances, except those agreed to in writing between ATB and for the Debtor Security Interest, licenses which are compulsory under federal or provincial legislation and those described in shown on Schedule "BA" hereto, or hereafter approved in writing by ATB RBC, prior to their creation or assumption, and will defend its title not to sell, exchange, transfer, assign, lease, license or otherwise dispose of Collateral or any interest therein without the Collateral for prior written consent of RBC; provided always that, until default, Debtor may, in the benefit ordinary course of ATB against the claims and demands of all persons; the Debtor will maintain the Collateral in good condition and repair and will not allow the value of the Collateral to be materially impaired and will permit ATB or such person as ATB may from time to time appoint to enter into any premises during business hours and on reasonable prior notice (or at such other time as may be reasonably requested by ATB or such person) where the Collateral may be kept to view its condition; the Debtor will conduct its business in a proper and business-like manner and will keep proper books of account and records of its business, and upon request will furnish access to its books and records at all reasonable times, and will give to ATB any information which it may reasonably require relating to the Debtor's business, sell or lease Inventory and, subject to Clause 7 hereof, use Money available to Debtor; the Debtor will punctually pay all rents, taxes, rates and assessments lawfully assessed or imposed upon any property or income of the Debtor and will punctually pay all debts and obligations to labourers, workers, employees, contractors, subcontractors, suppliers of materials and other creditors which, when unpaid, might under applicable federal, provincial, state or other laws have priority over the Security Interest granted by this Agreement; the Debtor will punctually make all payments and perform all of its obligations under any contracts under which any material Collateral is held or to which it is subject; the Debtor will immediately give notice to ATB notify RBC promptly of: any change in the location of information contained herein or in the Collateral from that specified in Section 5(i) hereof; Schedules hereto relating to Debtor, Debtor's business or Collateral, the details of any material significant acquisition or disposition of Collateral (whether authorized by ATB or not)Collateral, including any additions to or deletions from the listing of serial numbers and vehicle identification numbers specified in Schedule "A" hereto; any material loss of or damage to Collateral; the details of any claims or litigation that could adversely affect the affecting Debtor or the Collateral in any material way; any change of its name or of any trade or business name used by it; any change of its place of businessCollateral, or if it has more than one place of business, of its chief executive office; and any merger or amalgamation of the Debtor with any person; and the Debtor agrees not to effect or permit any of the changes referred to in clauses (i), (ii), (v), (vi) or (vii) above unless all filings have been made and all other actions have been taken that are required or desirable (as determined by ATB) in order for ATB to continue to have a valid and perfected Security Interest in respect of the Collateral at all times following such change; the Debtor will insure and keep insured the Collateral (or, in the case of any real property, the buildings located on and constituting part of the Collateral) against loss or damage by fire, lightning, explosion, smoke, impact by aircraft or land vehicle, riot, windstorm, hail and other insurable hazards to the extent of its full insurable value, and will maintain all such other insurance as ATB may reasonably require. The loss under the policies of insurance will be made payable to ATB as its interest may appear and will be written by an insurance company approved by ATB on terms reasonably satisfactory to ATB, and the Debtor will provide ATB with copies of the same. The Debtor will pay all premiums and other sums of money necessary for such purposes as they become due and will deliver to ATB proof of said payment, and will not allow anything to be done by which the policies may become vitiated. Upon the happening of any loss or damage the to Collateral, any default by any Account Debtor will furnish at in payment or other performance of its expense all necessary proofs and will do all necessary acts to enable ATB to obtain payment of the insurance monies; the Debtor will observe the requirements of any regulatory or governmental authority obligations with respect to the Collateral, except to the extent any failure to do so would not reasonably be expected to have a material adverse effect on its business, operations or financial condition or affect the priority of the Security Interest created hereunder or affect the rights and remedies of ATB hereunder; the Debtor will not remove any of the Collateral from any location specified in Section 5(i) hereof without the prior written consent of ATB; ATB may pay or satisfy any Encumbrance created in respect of any Collateral, or any sum necessary to be paid to clear title to such Collateral, and the return to or repossession by Debtor agrees of Collateral; to repay keep Collateral in good order, condition and repair and not to use Collateral in violation of the provisions of this Security Agreement or any other agreement relating to Collateral or any policy insuring Collateral or any applicable statute law, by-law, rule, regulation or ordinance to keep all agreements, registrations and applications relating to Intellectual Property and intellectual property used by Debtor in its business in good standing and to renew all agreements and registrations as may be necessary or desirable to protect Intellectual Property, unless otherwise agreed in writing by RBC; to apply to register all existing and future copyrights, trade-marks, patents, integrated circuit topographies and industrial designs whenever it is commercially reasonable to do so; to do, execute, acknowledge and deliver such financing statements, financing change statements and further assignments, transfers, documents, acts, matters and things (including further schedules hereto) as may be reasonably requested by RBC of or with respect to Collateral in order to give effect to these presents and to pay all costs for searches and filings in connection therewith; to pay all taxes, rates, levies, assessments and other charges of every nature which may be lawfully levied, assessed or imposed against or in respect of Debtor or Collateral as and when the same on demand, plus interest thereon at become due and payable; to insure collateral in such amounts and against such risks as would customarily be insured by a rate equal to the highest rate prudent owner of interest payable by the Debtor on any portion of the Indebtedness; ATB similar Collateral and the Debtor in such additional amounts and against such additional risks as RBC may from time to time agree direct, with loss payable to RBC and Debtor, as insureds, as their respective interests may appear, and to pay all premiums therefor and deliver copies of policies and evidence of renewal to RBC on request; to prevent Collateral, save Inventory sold or leased as permitted hereby, from being or becoming an accession to other property not covered by this Security Agreement; to carry on and conduct the business of Debtor in writing a proper and efficient manner and so as to affirmative protect and negative covenants preserve Collateral and restrictions to be performed keep, in accordance with generally accepted accounting principles, consistently applied, proper books of account for Debtor's business as well as accurate and observed complete records concerning Collateral, and xxxx any and all such records and Collateral at RBC's request so as to indicate the Security Interest; to deliver to RBC from time to time promptly upon request: any Documents of Title, Instruments, Securities and Chattel Paper constituting, representing or relating to Collateral, all books of account and all records, ledgers, reports, correspondence, schedules, documents, statements, lists and other writings relating to Collateral for the purpose of inspecting, auditing or copying the same, all financial statements prepared by or for Debtor regarding Debtor's business, all policies and certificates of insurance relating to Collateral, and such information concerning Collateral, the Debtor in respect of provision of financial information, payment of dividends, capital expenditures, incurring of additional obligations, reduction of capital, distribution of assets, amalgamation, repayment of loans, lending of money, sale and other disposition of assets and/or such other matters Debtor's business and affairs as ATB and the Debtor may think fit, and the Debtor agrees to perform and observe such affirmative and negative covenants and restrictions to the same extent and effect as if the same were fully set forth in this Agreement; and the Debtor will not permit the Collateral constituting personal property to become affixed to real or other personal property (unless the Debtor owns such real or other personal property, and ATB has a Security Interest therein having the same priority as in respect of the Collateral becoming so affixed) without the prior consent of ATB in writing, and will obtain and deliver to ATB such waivers regarding the Collateral as ATB RBC may reasonably request from any owner, landlord or mortgagee of the premises where the Collateral is or may be locatedrequest.