Common use of ADDITIONAL WARRANTIES AND AGREEMENTS Clause in Contracts

ADDITIONAL WARRANTIES AND AGREEMENTS. Borrower warrants and agrees that: the Collateral is currently and, subject to ordinary use, will continue to be maintained in good operating condition and repair, and is currently and will continue to be used and operated with care only by personnel experienced in the use of such Collateral in the regular course of Borrower's business and in substantial compliance with all applicable governmental laws and regulations, manufacturer's specifications and the restrictions contained in any insurance policy insuring the Collateral; and, the Collateral is not currently and will not be used in conjunction with the storage, transportation or disposal of substances considered to be toxic or hazardous, as defined in applicable environmental laws, or in conjunction with any activity that would be illegal or would subject the Collateral to confiscation by any governmental entity. Borrower further warrants and agrees that: the security interest in the Collateral granted to or retained by CitiCapital is and will continue to be superior to any title to or interest in the Collateral now or hereafter held or claimed by any other party except as specifically agreed to in writing by CitiCapital; the Collateral is free from and will be kept free from all liens, claims, security interests and encumbrances (whether superior or inferior to the interests of CitiCapital) other than that created by this Agreement and except as specifically agreed to in writing by CitiCapital; Borrower will not and will not allow any other party to consign, sell, encumber, pledge, transfer, secrete or otherwise dispose of any of the Collateral without CitiCapital's prior written consent except for sales in the ordinary course of business by Borrower; Borrower will take such action as CitiCapital reasonably requests to perfect or preserve the interests granted to CitiCapital under this Agreement and the first priority of such interests; any Manufacturer's Statement or Certificate of Origin or Certificate of Title relating to the Collateral shall be immediately delivered to CitiCapital in the event of default and, if a Certificate of Title or registration is required for any item of Collateral, Borrower will cooperate with CitiCapital in obtaining the Certificate of Title or registration disclosing the interests of Borrower and CitiCapital in the Collateral; Borrower will defend any action, proceeding or claim affecting the Collateral or the interests of CitiCapital in the Collateral; Borrower shall promptly pay all amounts payable in conjunction with the storage, maintenance or repair of the Collateral and all taxes, assessments, license fees and other public or private charges levied or assessed in conjunction with the operation or use of the Collateral or levied or assessed against the Collateral or this Agreement except for those which are being contested by Borrower in good faith by appropriate proceedings and which do not constitute a lien or encumbrance upon the Collateral. Borrower's obligations and liabilities to CitiCapital are absolute and unconditional under all circumstances and regardless of any failure of operation or Borrower's loss of possession of any item of Collateral or the cessation or interruption of Borrower's business for any reason whatsoever. Borrower agrees to notify CitiCapital in writing in the event that Borrower anticipates removing any item of Collateral from the states of Arizona, California, Minnesota, Montana, Nebraska, North Dakota, south Dakota, Texas, Oregon, Nevada, Wisconsin, or Washington for a period in excess of 30 days.

ADDITIONAL WARRANTIES AND AGREEMENTS. Borrower Each Debtor warrants and agrees that: the Collateral is currently and, subject to ordinary use, will continue to be maintained in good operating condition and repair, and is currently and will continue to be used and operated with care only by personnel experienced in the use of such Collateral in the regular course of Borrower's business and in substantial compliance with all applicable governmental laws and regulations, manufacturer's specifications and the restrictions contained in any insurance policy insuring the Collateral; and, the Collateral is not currently and will not be used in conjunction with the storage, transportation or disposal of substances considered to be toxic or hazardous, as defined in applicable environmental laws, or in conjunction with any activity that would be illegal or would subject the Collateral to confiscation by any governmental entity. Borrower further warrants and agrees that: the security interest in the Collateral granted to or retained by CitiCapital is and will continue to be superior to any title to or interest in the Collateral now or hereafter held or claimed by any other party except as specifically agreed to in writing by CitiCapital; the Collateral is free from and will be kept free from all liens, claims, security interests and encumbrances (whether superior or inferior to the interests of CitiCapital) other than those created hereby; that created by this Agreement and except as herein specifically agreed to permitted, no financing statement covering the Collateral is now or will hereafter be on file in writing by CitiCapitalfavor of anyone other than Secured Party; Borrower the Inventory will be maintained in good operating condition, repair and appearance and, absent the written consent of Secured Party, will not be used for any purpose other than demonstration at or in reasonable proximity to a Debtor’s place(s) of business or at industry trade shows, and any such demonstration will be in conformity with all applicable governmental laws and regulations; other than in the ordinary course of business, the Inventory will not allow any other party otherwise be removed from such places of business without the prior written consent of Secured Party; Debtor shall use and maintain the Collateral in compliance with any, insurance policies and all applicable laws; and, notwithstanding Secured Party’s claim to consignproceeds, Debtors will not sell, rent, lend, encumber, pledge, transfer, secrete or otherwise dispose of any of the Collateral without CitiCapital's prior written consent except for sales in the ordinary course of business by BorrowerCollateral, nor will Debtors permit any such act; Borrower will take such action provided, however, as CitiCapital reasonably requests to perfect or preserve the interests granted to CitiCapital under this Agreement and the first priority of such interests; any Manufacturer's Statement or Certificate of Origin or Certificate of Title relating to the Collateral shall be immediately delivered to CitiCapital in the long as an event of default andhas not occurred and is not then continuing hereunder, if a Certificate of Title or registration is required for Debtors may sell any (i) item of CollateralInventory or (ii) chattel paper or accounts in the regular course of a Debtor’s business and any purchaser thereof may acquire such priority to Secured Party’s interest therein as prescribed under applicable law. Upon the sale of an item of Inventory the amount of the Advance applicable thereto shall become immediately due and payable and Debtors shall promptly pay such amount in cash to Secured Party without notice or demand. An item of Collateral will not be considered as “sold” until the earlier of the date a Debtor receives payment therefor or the date possession of such item of Collateral is delivered to the purchaser thereof pursuant to a Retail Sales Order, Borrower will cooperate with CitiCapital in obtaining notwithstanding the Certificate Retail Sales Order may list an earlier date of Title sale. Each Debtor further agrees, at its own cost and expense, to do everything necessary or registration disclosing expedient to perfect and preserve the security interests of Borrower and CitiCapital in the CollateralSecured Party obtained hereunder; Borrower will to defend any action, proceeding or claim affecting the Collateral or the interests of CitiCapital in the Collateral; Borrower shall to furnish Secured Party promptly with copies of its (i) balance sheet, profit and loss statement and other fiscal year-end financial reports within one hundred twenty (120) days of the close of each fiscal year of each Debtor and (ii) month-end balance sheet and profit and loss statement within 30 days of the last day of each month, and with such other financial statements and other information as Secured Party may reasonably request from time to time; to pay all amounts payable expenses incurred by Secured Party in conjunction with enforcing its rights after the storageoccurrence of an event of default hereunder, maintenance or repair including the reasonable fees of the Collateral any attorneys retained by Secured Party ; and to pay promptly all taxes, assessments, license fees and other public or private charges levied or assessed in conjunction with the operation or use of the Collateral or when levied or assessed against the Collateral Collateral, this Agreement, any supplemental agreements or any accompanying notes. Each Debtor represents, warrants and covenants as of the date of this Agreement except and as of the date of each Advance and request for those which are being contested by Borrower in good faith by appropriate proceedings and which do not constitute a lien or encumbrance upon the Collateral. Borrower's obligations and liabilities to CitiCapital are absolute and unconditional under all circumstances and regardless of any failure of operation or Borrower's loss of possession of any item of Collateral or the cessation or interruption of Borrower's business for any reason whatsoever. Borrower agrees to notify CitiCapital in writing in the event that Borrower anticipates removing any item of Collateral from the states of Arizona, California, Minnesota, Montana, Nebraska, North Dakota, south Dakota, Texas, Oregon, Nevada, Wisconsin, or Washington for a period in excess of 30 days.an Advance that: