Common use of DEBTOR'S OBLIGATIONS Clause in Contracts

DEBTOR'S OBLIGATIONS. The Debtor represents and warrants to the Secured Party, and covenants and agrees with the Secured Party, as follows: (a) The Debtor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate books and records. (b) The Debtor resides in the State of Florida. The Debtor shall give the Secured Party at least thirty days notice before changing his residence. The Debtor will notify the Secured Party in writing prior to any change in the location of any Collateral, including the books and records. (c) The Debtor will notify the Secured Party in writing prior to any change in the Debtor’s name, identity or business structure. (d) The Debtor has not granted and will not grant any security interest in any of the Collateral except to the Secured Party, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Secured Party. (e) The Debtor will promptly notify the Secured Party in writing of any event which affects the value of the Collateral, the ability of the Debtor or the Secured Party to dispose of the Collateral, or the rights and remedies of the Secured Party in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise. (f) The Debtor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Secured Party’s security interest (collectively, the “Collateral Costs”). Without waiving the Debtor's default for failure to make any such payment, the Secured Party at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Debtor agrees to reimburse the Secured Party on demand for any Collateral Costs so incurred. (g) Until the Secured Party exercises its rights to make collection, the Debtor will diligently collect all Collateral. (h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Debtor shall immediately deliver such document to the Secured Party, together with any necessary endorsements. (i) The Debtor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the Secured Party. (j) The Debtor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Secured Party and include a loss payable endorsement in favor of the Secured Party in a form acceptable to the Secured Party. Upon the request of the Secured Party, the Debtor will deliver to the Secured Party a copy of each insurance policy, or, if permitted by the Secured Party, a certificate of insurance listing all insurance in force. (k) The Debtor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Debtor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Secured Party of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Secured Party and shall provide that the Secured Party has no liability to such owner, holder of any lien, or any other person. (l) The Debtor has submitted to Secured Party a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Debtor has any right, title, or interest, throughout the world. To the extent required by the Secured Party in its discretion, the Debtor will promptly notify the Secured Party of any acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof. (m) The Debtor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such patents, service marks and trademarks that are being sold, donated or abandoned by the Debtor pursuant to the terms of its intellectual property management program. The Debtor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Debtor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Secured Party and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Debtor or the Secured Party. The Debtor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Debtor's business, or except with the Secured Party's prior written consent. (n) In order to permit Secured Party, in the event of any demand for payment of the Note which is not immediately satisfied, to accomplish transfer of the Shares constituting the Collateral, the Debtor shall execute in blank, such stock powers as Secured Party shall require, and such execution shall remain irrevocable during the term of this Agreement. The originals of the certificates regarding the Shares and the stock powers shall be held in escrow by the law firm of Winderweedle, Haines, Xxxx & Xxxxxxx, P.A., Winter Park and Orlando, Florida (“Escrow Agent”), throughout the term of this Agreement.

DEBTOR'S OBLIGATIONS. The Debtor represents agrees that: --------- -------------------- 4.1 Debtor shall keep accurate and warrants to the Secured Partycomplete records in accordance with sound accounting practices of all of its Collateral, and covenants and agrees with the shall at all reasonable times allow Secured Party, as follows: (a) The Debtor will properly preserve Party to inspect the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate , to examine, audit or make extracts from Debtor's books and records. (b) The Debtor resides in the State of Florida. The Debtor shall give the Secured Party at least thirty days notice before changing his residence. The Debtor will notify the Secured Party in writing prior , and to any change in the location of any Collateral, including the books and records. (c) The Debtor will notify the Secured Party in writing prior to any change in the Debtor’s name, identity or business structure. (d) The Debtor has not granted and will not grant any security interest in any arrange for verification of the Collateral except under reasonable procedures directly with account debtors and other persons or by other procedures. Debtor will furnish to the Secured Party, Party on request additional statements of any account together with all notes or other documents and will information relating thereto. 4.2 Debtor shall keep the Collateral free of all liensinsured against such casualties, claims, security interests and encumbrances of any kind or nature except in such amounts and on such terms as required by the security interest of the Secured Party. (e) The Loan Agreement. Debtor will promptly notify the shall furnish Secured Party in writing with satisfactory evidence of such insurance and Secured Party shall be added to any event which affects the value of such insurance as loss payee. Debtor shall promptly pay when due all taxes and assessments imposed on, or with respect to the Collateral, and shall maintain the ability of Collateral in good condition and repair. If Debtor fails to pay the Debtor premiums on any such insurance or the Secured Party to dispose of the Collateralsuch taxes when due, or to maintain the rights Collateral in good condition and remedies of the Secured Party in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise. (f) The Debtor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Secured Party’s security interest (collectively, the “Collateral Costs”). Without waiving the Debtor's default for failure to make any such paymentrepair, the Secured Party at may do so for Debtor's account and add the amount of its option may pay any such Collateral Costsexpenditures with respect thereto to Debtor's out- standing obligations, and discharge encumbrances on the Collateral, and such Collateral Costs payments which said amount shall be a part of the Indebtedness and bear payable on demand with interest at the highest rate set out being paid by Debtor on any of its obligations to Secured Party. If an Event of Default has occurred and is continuing beyond any applicable cure periods, Secured Party shall have the right to settle and compromise any and all claims under any of the insurance policies required to be maintained by Debtor hereunder, and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact, with power to demand, receive and receipt for all monies payable thereunder, to execute in the Indebtedness. The name of the Debtor agrees any proof of loss, notice, draft, and other instruments in connection with such policies or loss thereunder and generally to reimburse the Secured Party on demand for do and perform any Collateral Costs so incurredand all acts as Debtor could perform in connection with such policies. (g) Until the Secured Party exercises its rights to make collection, the Debtor will diligently collect all Collateral. (h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the 4.3 Debtor shall immediately deliver execute such document to the Secured Party, together with any necessary endorsements. (i) The Debtor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the Secured Party. (j) The Debtor will maintain financing statements and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can other documentation as shall reasonably be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued requested by insurance companies acceptable to the Secured Party and include a loss payable endorsement in favor of the Secured Party in a form acceptable order to perfect the Secured Party. Upon the request of the Secured Party, the Debtor will deliver to the security interests granted Secured Party a copy of each insurance policy, or, if permitted by the Secured Party, a certificate of insurance listing all insurance in force. (k) The Debtor will not attach any Collateral hereunder and to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Debtor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Secured Party of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Secured Party and shall provide that the Secured Party has no liability to such owner, holder of any lien, or any other person. (l) The Debtor has submitted to Secured Party a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Debtor has any right, title, or interest, throughout the world. To the extent required by the Secured Party in its discretion, the Debtor will promptly notify the Secured Party of any acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof. (m) The Debtor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such patents, service marks and trademarks that are being sold, donated or abandoned by the Debtor pursuant to carry out the terms of its intellectual property management program. The Debtor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Debtor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Secured Party and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Debtor or the Secured Party. The Debtor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Debtor's business, or except with the Secured Party's prior written consent. (n) In order to permit Secured Party, in the event of any demand for payment of the Note which is not immediately satisfied, to accomplish transfer of the Shares constituting the Collateral, the Debtor shall execute in blank, such stock powers as Secured Party shall require, and such execution shall remain irrevocable during the term of this Agreement. The originals A photocopy of this Security Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. 4.4 Upon request of Secured Party, Debtor shall furnish Secured Party with any financial statements or other information as required by the terms of the certificates regarding the Shares and the stock powers shall be held in escrow by the law firm of Winderweedle, Haines, Xxxx & Xxxxxxx, P.A., Winter Park and Orlando, Florida (“Escrow Agent”), throughout the term of this Loan Agreement.

DEBTOR'S OBLIGATIONS. The 4.1 Debtor represents shall keep accurate and warrants to the Secured Partycomplete records and accounts in accordance with sound accounting practices of all of its Collateral, and covenants and agrees with the shall at all reasonable times allow Secured Party, as follows: (a) The Debtor will properly preserve Party to inspect the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate , to examine, audit or make extracts from Debtor’s books and records, and to arrange for verification of the Collateral under reasonable procedures directly with account debtors and other persons or by other procedures. Debtor will furnish to Secured Party on request additional statements of any account together with all notes or other documents and information relating thereto. (b) The Debtor resides in the State of Florida. The 4.2 Debtor shall give keep the Collateral insured against such casualties, and in such amounts and on such terms as Secured Party shall require and the policies shall provide for at least 30 days written notice of cancellation to Secured Party. Debtor shall furnish Secured Party with satisfactory evidence of such insurance and Secured Party shall be added to any such insurance as loss payee. Debtor shall promptly pay when due all taxes and assessments imposed on, or with respect to the Collateral, and shall maintain the Collateral in good condition and repair. If Debtor fails to pay the premiums on any such insurance or such taxes when due, or to maintain the Collateral in good condition and repair, the Secured Party may do so for Debtor’s account and add the amount of its expenditures with respect thereto to Debtor’s outstanding obligations, which amount shall be payable on demand with interest at least thirty days notice before changing his residencethe highest rate being paid by Debtor on any of its obligations to Secured Party. The Secured Party shall have the right to settle and compromise any and all claims under any of the insurance policies required to be maintained by Debtor will notify hereunder and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact, with power to demand, receive and receipt for all monies payable thereunder, to execute in the name of the Debtor any proof of loss, notice, draft, and other instruments in connection with such policies or loss thereunder and generally to do and perform any and all acts as Debtor could perform in connection with such policies. 4.3 Debtor shall execute such financing statements and other documentation and shall take any other actions (at Debtor’s own expense) as shall reasonably be requested by Secured Party in writing prior order to any change in insure the location of any Collateralattachment, including the books and records. (c) The Debtor will notify the Secured Party in writing prior to any change in the Debtor’s name, identity or business structure. (d) The Debtor has not granted and will not grant any security interest in any of the Collateral except to the Secured Partyperfection, and will keep the Collateral free of all liensfirst priority of, claims, security interests and encumbrances of any kind or nature except the security interest of the Secured Party. (e) The Debtor will promptly notify the Secured Party in writing of any event which affects the value of the Collateral, the ability of the Debtor or the Secured Party to dispose of enforce, the Collateral, or the rights and remedies of the security interests granted Secured Party in relation theretohereunder and to carry out the terms of this Agreement, including, but not limited to: (a) endorsing, the levy of any legal process against any Collateral assigning and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise. delivering promissory notes and tangible chattel paper to Secured Party; (fb) The Debtor shall pay taking all costs steps necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Secured Party’s security interest in letter of credit rights, deposit accounts, securities accounts, commodity accounts and other investment property; (collectivelyc) promptly notifying Secured Party in the event any of the Collateral is in the possession of a bailee and promptly obtaining an acknowledgement from the bailee that the bailee holds such Collateral for the benefit of Secured Party and shall act upon the instructions of Secured Party, without further consent of Debtor; and (d) taking all steps necessary to vest in Secured Party control of electronic chattel paper. A photocopy of this Security Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. Debtor hereby irrevocably authorizes Secured Party, at any time and from time to time, to file any initial financing statements and amendments thereto to the extent permitted by, and in accordance with, the “Collateral Costs”). Without waiving provisions of the Uniform Commercial Code. 4.4 If Debtor shall at any time hold or acquire a claim arising in tort (and, if Debtor is an individual, such claim arose in the course of Debtor's default for failure to make any such payment, the Secured Party at its option may pay any such Collateral Costs’s business or profession, and discharge encumbrances on the Collateraldoes not include claims for personal injury or death), and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Debtor agrees to reimburse the Secured Party on demand for any Collateral Costs so incurred. (g) Until the Secured Party exercises its rights to make collection, the Debtor will diligently collect all Collateral. (h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Debtor shall immediately deliver such document to the notify Secured Party, together with any necessary endorsements. (i) The Party in a writing signed by Debtor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the brief details thereof and grant to Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Secured Party. 4.5 Upon request of Secured Party, Debtor shall furnish Secured Party: a. Within 90 days after the end of Debtor’s fiscal year, a financial statement, including a balance sheet, and statements of income, retained earnings and changes in financial position, each prepared in accordance with generally accepted accounting principles consistently applied, certified by Debtor’s chief financial officer or certified public accountant; b. Within 45 days after the close of each quarter, financial statements similar to those in (ja) The Debtor will maintain above and keep certified by Debtor’s chief financial officer; c. Promptly, such other information as Secured Party may reasonably request from time to time, including, without limitation, at the end of each month, financial statements similar to those in force insurance covering (a) above; and d. Promptly, in the Collateral against fire and extended coverages, to the extent that any Collateral is case of a type which can be so insured. Such insurance shall require losses to be paid on Debtor who is a replacement cost basisnatural person, be issued by insurance companies acceptable to the Secured Party and include a loss payable endorsement in favor of the Secured Party financial statements in a form acceptable to the Secured Party. Upon . 4.6 Until the request Indebtedness is paid in full, Debtor, if it is an organization, agrees that it will: a. preserve its corporate existence and not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets; b. not change the state of its incorporation; c. not change its corporate name without providing Secured Party with 30 days’ prior written notice; and d. if Debtor does not have an organizational identification number (as issued by the Secretary of State of the Secured Partystate in which it is organized) and later obtains one, the Debtor will deliver to the Secured Party a copy of each insurance policy, or, if permitted by the Secured Party, a certificate of insurance listing all insurance in force. (k) The Debtor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Debtor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the promptly notify Secured Party of such organizational identification number. Until the Collateral from such real property or fixture. Such written consent shall be Indebtedness is paid in form and substance acceptable to full, Debtor, if Debtor is an individual, agrees that it will not change the state of Debtor’s principal residence without providing Secured Party and shall provide that the Secured Party has no liability to such owner, holder of any lien, or any other person. (l) The Debtor has submitted to Secured Party a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Debtor has any right, title, or interest, throughout the world. To the extent required by the Secured Party in its discretion, the Debtor will promptly notify the Secured Party of any acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof. (m) The Debtor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such patents, service marks and trademarks that are being sold, donated or abandoned by the Debtor pursuant to the terms of its intellectual property management program. The Debtor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Debtor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Secured Party and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Debtor or the Secured Party. The Debtor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Debtor's business, or except with the Secured Party's 30 days’ prior written consentnotice. (n) In order to permit Secured Party, in the event of any demand for payment of the Note which is not immediately satisfied, to accomplish transfer of the Shares constituting the Collateral, the Debtor shall execute in blank, such stock powers as Secured Party shall require, and such execution shall remain irrevocable during the term of this Agreement. The originals of the certificates regarding the Shares and the stock powers shall be held in escrow by the law firm of Winderweedle, Haines, Xxxx & Xxxxxxx, P.A., Winter Park and Orlando, Florida (“Escrow Agent”), throughout the term of this Agreement.

DEBTOR'S OBLIGATIONS. The Debtor represents agrees that: --------- -------------------- 4.1 Debtor shall keep accurate and warrants to the Secured Partycomplete records in accordance with sound accounting practices of all of its Collateral, and covenants and agrees with the shall at all reasonable times allow Secured Party, as follows: (a) The Debtor will properly preserve Party to inspect the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate , to examine, audit or make extracts from Debtor's books and records. (b) The Debtor resides in the State of Florida. The Debtor shall give the Secured Party at least thirty days notice before changing his residence. The Debtor will notify the Secured Party in writing prior , and to any change in the location of any Collateral, including the books and records. (c) The Debtor will notify the Secured Party in writing prior to any change in the Debtor’s name, identity or business structure. (d) The Debtor has not granted and will not grant any security interest in any arrange for verification of the Collateral except under reasonable procedures directly with account debtors and other persons or by other procedures. Debtor will furnish to the Secured Party, Party on request additional statements of any account together with all notes or other documents and will information relating thereto. 4.2 Debtor shall keep the Collateral free of all liensinsured against such casualties, claims, security interests and encumbrances of any kind or nature except in such amounts and on such terms as required by the security interest of the Secured Party. (e) The Loan Agreement. Debtor will promptly notify the shall furnish Secured Party in writing with satisfactory evidence of such insurance and Secured Party shall be added to any event which affects the value of such insurance as loss payee. Debtor shall promptly pay when due all taxes and assessments imposed on, or with respect to the Collateral, and shall maintain the ability of Collateral in good condition and repair. If Debtor fails to pay the Debtor premiums on any such insurance or the Secured Party to dispose of the Collateralsuch taxes when due, or to maintain the rights Collateral in good condition and remedies of the Secured Party in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise. (f) The Debtor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Secured Party’s security interest (collectively, the “Collateral Costs”). Without waiving the Debtor's default for failure to make any such paymentrepair, the Secured Party at may do so for Debtor's account and add the amount of its option may pay any such Collateral Costsexpenditures with respect thereto to Debtor's out- standing obligations, and discharge encumbrances on the Collateral, and such Collateral Costs payments which said amount shall be a part of the Indebtedness and bear payable on demand with interest at the highest rate set out being paid by Debtor on any of its obligations to Secured Party. If an Event of Default has occurred and is continuing beyond any applicable cure periods, Secured Party shall have the right to settle and compromise any and all claims under any of the insurance policies required to be maintained by Debtor hereunder, and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact, with power to demand, receive and receipt for all monies payable thereunder, to execute in the Indebtedness. The name of the Debtor agrees any proof of loss, notice, draft, and other instruments in connection with such policies or loss thereunder and generally to reimburse the Secured Party on demand for do and perform any Collateral Costs so incurredand all acts as Debtor could perform in connection with such policies. (g) Until the Secured Party exercises its rights to make collection, the Debtor will diligently collect all Collateral. (h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the 4.3 Debtor shall immediately deliver execute such document to the Secured Party, together with any necessary endorsements. (i) The Debtor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the Secured Party. (j) The Debtor will maintain financing statements and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can other documenta- tion as shall reasonably be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued requested by insurance companies acceptable to the Secured Party and include a loss payable endorsement in favor of the Secured Party in a form acceptable order to perfect the Secured Party. Upon the request of the Secured Party, the Debtor will deliver to the security interests granted Secured Party a copy of each insurance policy, or, if permitted by the Secured Party, a certificate of insurance listing all insurance in force. (k) The Debtor will not attach any Collateral hereunder and to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Debtor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Secured Party of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Secured Party and shall provide that the Secured Party has no liability to such owner, holder of any lien, or any other person. (l) The Debtor has submitted to Secured Party a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Debtor has any right, title, or interest, throughout the world. To the extent required by the Secured Party in its discretion, the Debtor will promptly notify the Secured Party of any acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof. (m) The Debtor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such patents, service marks and trademarks that are being sold, donated or abandoned by the Debtor pursuant to carry out the terms of its intellectual property management program. The Debtor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Debtor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Secured Party and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Debtor or the Secured Party. The Debtor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Debtor's business, or except with the Secured Party's prior written consent. (n) In order to permit Secured Party, in the event of any demand for payment of the Note which is not immediately satisfied, to accomplish transfer of the Shares constituting the Collateral, the Debtor shall execute in blank, such stock powers as Secured Party shall require, and such execution shall remain irrevocable during the term of this Agreement. The originals A photocopy of this Security Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. 4.4 Upon request of Secured Party, Debtor shall furnish Secured Party with any financial statements or other information as required by the terms of the certificates regarding the Shares and the stock powers shall be held in escrow by the law firm of Winderweedle, Haines, Xxxx & Xxxxxxx, P.A., Winter Park and Orlando, Florida (“Escrow Agent”), throughout the term of this Loan Agreement.