Common use of DEBTOR'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants to Secured Party that Debtor is and will at all times in the future be, the sole owner of the Collateral, having good and marketable title thereto (except for items of Equipment which are leased by Debtor), free and clear of any and all liens, charges, security interests, encumbrances, adverse claims or rights of others created by any acts or omissions of Debtor, except for the security interest granted to Secured Party and any and all liens and security interests that are defined as Permitted Liens in that certain Loan and Security Agreement between Debtor and Coast Business Credit ("COAST") dated February 4, 1999, as the same may be amended from time to time, including, but not limited to the present and future liens and security interests in favor of Coast and any and all additional security interests and liens consented to in writing by Coast (collectively, "PERMITTED LIENS"). Debtor will at all times defend Secured Party and the Collateral against all claims of others other than the holders of Permitted Liens. None of the Collateral is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Debtor is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Debtor's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Debtor shall, whenever requested by Secured Party, use its reasonable best efforts to cause such third party to execute and deliver to Secured Party, in form acceptable to Secured Party, such waivers and subordinations as Secured Party shall specify, so as to ensure that the rights of the Secured Party in the Collateral are, and will continue to be, superior to the rights of any such third party. Debtor will keep in full force and effect, and will comply with all the terms of, any lease for a Leased Location where any of the Collateral now or in the future may be located.

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents 1. The representations and warrants to Secured Party that Debtor is and will at all times warranties contained in the future be, the sole owner of the Collateral, having good and marketable title thereto (except for items of Equipment which are leased by Debtor), free and clear of any and all liens, charges, security interests, encumbrances, adverse claims or rights of others created by any acts or omissions of Debtor, except for the security interest granted to Secured Party and any and all liens and security interests that are defined as Permitted Liens in that certain Loan and Security a Floor Plan Agreement between Debtor and Coast Business Credit ("COAST") Secured Party dated February 4April 11, 19991997, are hereby incorporated by reference for all purposes as if copied herein word for word. 2. Debtor will execute alone or with Secured Party any Financing Statement or other document or procure any document, and pay all connected costs, necessary to perfect, continue and protect the same may be amended from time to time, including, but not limited to security interest under this Security Agreement against the present and future liens and security interests in favor rights or interest of Coast and any and all additional security interests and liens consented to in writing by Coast (collectively, "PERMITTED LIENS")third persons. 3. Debtor will at all times defend Secured Party keep Collateral and the Collateral against all claims its Proceeds separate and distinct from other property of others other than the holders of Permitted Liens. None of the Collateral is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Debtor is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any shall keep accurate and complete records of the Collateral and no such lease now prohibitsits Proceeds. 4. Debtor shall pay prior to delinquency all taxes, restrainscharges, impairs or will prohibitliens and assessments against the Collateral, restrain or impair and upon Debtor's right failure to do so, Secured Party at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. Such payment shall become part of the indebtedness secured by this Agreement and shall be paid to Secured Party by Debtor immediately and without demand, with interest thereon at the highest legal rate per annum. 5. The Collateral shall remain in Debtor's possession or control at all times at Debtor's risk of loss; and be kept at the address shown at the beginning of this Agreement, or at _____________________________________________ ________________________________________________________________________________ (No. and Street) (City) (County) (State) where Secured Party may inspect it at any time. Except for its temporary removal in connection with its ordinary use, Debtor shall not remove any the Collateral from the leased premisesabove address without obtaining prior written consent from Secured Party. Whenever Debtor shall bear the risk of loss and damage to Collateral at all times. 6. The Collateral will not be misused or abused, wasted or allowed to deteriorate, except for the ordinary wear and tear of its intended primary use, and will not be used in violation of any statute or ordinance. 7. The Collateral will not be sold, transferred or disposed of by Debtor except in the ordinary course of business or be subjected to any other security interest unpaid charge, including rent and taxes, or to any subsequent interest of a third person created or suffered by Debtor voluntarily or involuntarily unless Secured Party consents in advance in writing to such sale, transfer, disposition, charge, or subsequent interest, or unless otherwise provided in this Agreement. 8. Debtor will promptly notify Secured Party in writing of any addition to, change in or discontinuance of: (i) its address as shown at the beginning of this Security Agreement; (ii) the location of its place of business if it has one location or its chief executive office if it has more than one place of business as set forth in this Security Agreement; and (iii) the location of the office where it keeps its records as set forth in this Security Agreement. 9. If any Collateral is located upon premises leased or held for lease to customers of Debtor and is of a type normally used in which any third party has an interest more than one State (whether such as ownerautomotive equipment, mortgageerolling stock, beneficiary under a deed of trustairplanes, lien or otherwiseroad building equipment, commercial harvesting equipment, construction machinery and the like), Debtor's place of business if it has one location or its chief executive office if it has more than one place of business is the address shown at the beginning of this Agreement. 10. The office where Debtor shallkeeps its records is 0000 Xxxxxxxxxxxxx Xxxxx, whenever requested by Xxxxxxxxxxx, XX 00000 (Xxxxxxxx County). 11. Debtor shall account fully and faithfully to Secured PartyParty for Proceeds from disposition of the Collateral in any manner and shall pay or turn over pursuant to paragraph 5(a) of the Floor Plan Agreement in cash, use its reasonable best efforts negotiable instruments, drafts, assigned accounts or chattel paper, all Proceeds from each sale to cause such third party be applied to execute and deliver Debtor's indebtedness to Secured Party, subject, if other than cash, to final payment or collection. 12. If any Collateral or Proceeds includes obligations of third parties to Debtor, the transactions giving rise to the Collateral shall conform in form acceptable all respects to Secured Partythe applicable State or Federal law including but not limited to consumer credit law. Debtor shall hold harmless and indemnify Bank against any cost, such waivers loss or expense arising from Debtor's breach of this covenant. 13. Without the written consent of Bank, Debtor shall not change its name, change its corporate status, use any trade name or engage in any business in which it was not engaged on the date of this Agreement. 14. Debtor appoints any officer of Bank as Debtor's attorney-in-fact with full power in Debtor's name and subordinations behalf to do every act which Debtor is obligated to do or may be required to do hereunder; however, nothing in this paragraph shall be construed to obligate Bank to take any action hereunder nor shall Bank be liable to Debtor for failure to take any action hereunder. This appointment shall be deemed a power coupled with an interest and shall not be terminable as Secured Party long as the obligations are outstanding and shall specify, so as to ensure that not terminate on the rights disability or incompetence of the Secured Party in the Collateral are, and will continue to be, superior to the rights of any such third partyDebtor. 15. Debtor will keep in full force and effect, and will comply with all State and Federal laws and regulations applicable to its business, whether now in effect or hereafter enacted including but not limited to the terms of, any lease for a Leased Location where any wage and hours laws and relating to the use or disposal of the Collateral now or in the future may be locatedhazardous materials and wastes.

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants and, so long as this Security Agreement is in effect, shall be deemed continuously to Secured Party that Debtor is represent and will at all times in warrant, that: (a) Strax owns the future be, the sole owner of the Collateral, having good and marketable title thereto (except for items of Equipment which are leased by Debtor), Collateral free and clear of any and all liens, charges, other security interests, and encumbrances. (b) Debtor has all necessary corporate power and authority and has taken all corporate action necessary to execute, adverse claims deliver and perform this Agreement and the Note and to encumber and grant the Security Interest in the Collateral. (c) There is no effective financing statement or rights other instrument similar in effect covering all or any part of others created by the Collateral on file in any acts or omissions of Debtor, recording office except for the security interest granted to Secured Party and any and all liens and security interests that are defined as Permitted Liens in that certain Loan and Security Agreement between Debtor and Coast Business Credit ("COAST") dated February 4, 1999, as the same may be amended from time to time, including, but not limited to the present and future liens and security interests have been filed in favor of Coast and any and all additional security interests and liens consented to in writing by Coast (collectively, "PERMITTED LIENS"). Debtor will at all times defend Secured Party and the Collateral against all claims or as set forth on Schedule I attached hereto. (d) This Agreement creates a valid security interest of others other than the holders of Permitted Liens. None of the Collateral is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Debtor is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Debtor's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Debtor shall, whenever requested by Secured Party, use its reasonable best efforts to cause such third party to execute and deliver to Secured Party, in form acceptable to Secured Party, such waivers and subordinations as Secured Party shall specify, so as to ensure that the rights of the Secured Party in the Collateral aresecuring payment of the Obligations. On the filing of the financing statement and the other instruments similar in effect under Section 5(b), the Secured Party will have valid first and prior perfected lien on and a security interest in the Collateral, as to which security interest can be perfected by the filing of a financing statement. (e) No consent, authorization, approval or other action by, and will continue no notice to beor filing with, superior any governmental authority, regulatory body, lessor, franchise or other person or entity is required for the grant by Debtor of the Security Interest granted hereby or for the execution, delivery or performance of this Agreement by Debtor or for the perfection or exercise by Secured Party of its rights and remedies hereunder, except filings of financing documents. (f) Debtor does not transact any part of its business under any trade names, division names, assumed names or other name, except for its name set forth in the preamble hereto; Debtor's business address is as set forth in the preamble hereto; and Debtor's records concerning the Collateral are kept at such address. (g) The accounts receivable constituting Collateral are genuine and to the rights best of any such third party. Debtor will keep Debtor's knowledge enforceable in full force and effectaccordance with its terms against the party obligated to pay it (the "Account Debtor"), and will comply with to the best of Debtor's knowledge no Account Debtor has any defense, setoff, claim or counterclaim against Debtor which can be asserted against Secured Party, whether in any proceeding to enforce the Collateral or otherwise. (h) Debtor has delivered to Secured Party a schedule of all the terms of, any lease for a Leased Location where any accounts receivable consisting of the Collateral now and will provide updated schedules thereof from time to time as Secured Party may reasonably request. The amounts represented on such schedules by Debtor to Secured Party as owing by each Account Debtor or all Account Debtors are and will be the correct amounts actually and unconditionally owing by such Account Debtor or Account Debtors individually and in the future may be locatedaggregate, except for normal cash discounts where applicable.

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents 1. The representations and warrants to Secured Party that Debtor is and will at all times warranties contained in the future be, the sole owner of the Collateral, having good and marketable title thereto (except for items of Equipment which are leased by Debtor), free and clear of any and all liens, charges, security interests, encumbrances, adverse claims or rights of others created by any acts or omissions of Debtor, except for the security interest granted to Secured Party and any and all liens and security interests that are defined as Permitted Liens in that certain Loan and Security a Floor Plan Agreement between Debtor and Coast Business Credit ("COAST") Secured Party dated February 4September 1, 19991996, are hereby incorporated by reference for all purposes as if copied herein word for word. 2. Debtor will execute alone or with Secured Party any Financing Statement or other document or procure any document, and pay all connected costs, necessary to protect the same may be amended from time to time, including, but not limited to security interest under this Security Agreement against the present and future liens and security interests in favor rights or interest of Coast and any and all additional security interests and liens consented to in writing by Coast (collectively, "PERMITTED LIENS")third persons. 3. Debtor will at all times defend Secured Party keep Collateral and the Collateral against all claims its Proceeds separate and distinct from other property of others other than the holders of Permitted Liens. None of the Collateral is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Debtor is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any shall keep accurate and complete records of the Collateral and no such lease now prohibitsits Proceeds. 4. Debtor shall pay prior to delinquency all taxes, restrainscharges, impairs or will prohibitliens and assessments against the Collateral, restrain or impair and upon Debtor's right failure to do so, Secured Party at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. Such payment shall become part of the indebtedness secured by this Agreement and shall be paid to Secured Party by Debtor immediately and without demand, with interest thereon at the highest legal rate per annum. 5. The Collateral shall remain in Debtor's possession or control at all times at Debtor's risk of loss; and be kept at the address shown at the beginning of this Agreement, or at _____________________________________________ ________________________________________________________________________________ (No. and Street) (City) (County) (State) where Secured Party may inspect it at any time. Except for its temporary removal in connection with its ordinary use, Debtor shall not remove any the Collateral from the leased premisesabove address without obtaining prior written consent from Secured Party. 6. Whenever The Collateral will not be misused or abused, wasted or allowed to deteriorate, except for the ordinary wear and tear of its intended primary use, and will not be used in violation of any statute or ordinance. 7. The Collateral will not be sold, transferred or disposed of by Debtor or be subjected to any unpaid charge, including rent and taxes, or to any subsequent interest of a third person created or suffered by Debtor voluntarily or involuntarily unless Secured Party consents in advance in writing to such sale, transfer, disposition, charge, or subsequent interest, or unless otherwise provided in this Agreement. 4726~47 8. Debtor will promptly notify Secured Party in writing of any addition to, change in or discontinuance of: (i) its address as shown at the beginning of this Security Agreement; (ii) the location of its place of business if it has one location or its chief executive office if it has more than one place of business as set forth in this Security Agreement; and (iii) the location of the office where it keeps its records as set forth in this Security Agreement. 9. If any Collateral is located upon premises leased or held for lease to customers of Debtor and is of a type normally used in which any third party has an interest more than one State (whether such as ownerautomotive equipment, mortgageerolling stock, beneficiary under a deed of trustairplanes, lien or otherwiseroad building equipment, commercial harvesting equipment, construction machinery and the like), Debtor's place of business if it has one location or its chief executive office if it has more than one place of business is the address shown at the beginning of this Agreement. 10. The office where Debtor shallkeeps its records is 0000 Xxxxxxxxx Xxxxxxxxxx Xxxx. -------------------------------------------------------------------------------- (No. and Street) Xxxxxxxx Dekalb Georgia -------------------------------------------------------------------------------- (City) (County) (State) 11. Debtor shall account fully and faithfully to Secured Party for Proceeds from disposition of the Collateral in any manner and shall pay or turn over pursuant to paragraph 5(a) of the Floor Plan Agreement in cash, whenever requested by Secured Partynegotiable instruments, use its reasonable best efforts drafts, assigned accounts or chattel paper, all Proceeds from each sale lo be applied to cause such third party to execute and deliver Debtor's indebtedness to Secured Party, subject, if other than cash, to final payment or collection. 12. If any Collateral or Proceeds includes obligations of third parties to Debtor, the transactions giving rise to the Collateral shall conform in form acceptable all respects to Secured Partythe applicable State or Federal law including but not limited to consumer credit law. Debtor shall hold harmless and indemnify Bank against any cost, such waivers loss or expense arising from Debtor's breach of this covenant. 13. Without the written consent of Bank, Debtor shall not change its name, change its corporate status, use any trade name or engage in any business in which it was not engaged on the date of this Agreement. 14. Debtor appoints Bank as Debtor's attorney-in-fact with full power in Debtor's name and subordinations behalf to do every act which Debtor is obligated to do or may be required to do hereunder, however, nothing in this paragraph shall be construed to obligate Bank to take any action hereunder nor shall Bank be liable to Debtor for failure to take any action hereunder. This appointment shall be deemed a power coupled with an interest and shall not be terminable as Secured Party long as the obligations are outstanding and shall specify, so as to ensure that not terminate on the rights disability or incompetence of the Secured Party in the Collateral are, and will continue to be, superior to the rights of any such third partyDebtor. 15. Debtor will keep in full force and effect, and will comply with all State and Federal laws and regulations applicable to its business, whether now in effect or hereafter enacted including but not limited to the terms of, any lease for a Leased Location where any wage and hours laws and relating to the use or disposal of the Collateral now or in the future may be locatedhazardous materials and wastes.

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents 1. The representations and warrants to Secured Party that Debtor is and will at all times warranties contained in the future be, the sole owner of the Collateral, having good and marketable title thereto (except for items of Equipment which are leased by Debtor), free and clear of any and all liens, charges, security interests, encumbrances, adverse claims or rights of others created by any acts or omissions of Debtor, except for the security interest granted to Secured Party and any and all liens and security interests that are defined as Permitted Liens in that certain Loan and Security a Floor Plan Agreement between Debtor and Coast Business Credit ("COAST") Secured Party dated February 4October 17, 19991996, are hereby incorporated by reference for all purposes as if copied herein word for word. 2. Debtor will execute alone or with Secured Party any Financing Statement or other document or procure any document, and pay all connected costs, necessary to perfect, continue and protect the same may be amended from time to time, including, but not limited to security interest under this Security Agreement against the present and future liens and security interests in favor rights or interest of Coast and any and all additional security interests and liens consented to in writing by Coast (collectively, "PERMITTED LIENS")third persons. 3. Debtor will at all times defend Secured Party keep Collateral and the Collateral against all claims its Proceeds separate and distinct from other property of others other than the holders of Permitted Liens. None of the Collateral is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Debtor is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any shall keep accurate and complete records of the Collateral and no such lease now prohibitsits Proceeds. 4. Debtor shall pay prior to delinquency all taxes, restrainscharges, impairs or will prohibitliens and assessments against the Collateral, restrain or impair and upon Debtor's right failure to do so, Secured Party at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. Such payment shall become part of the indebtedness secured by this Agreement and shall be paid to Secured Party by Debtor immediately and without demand, with interest thereon at the highest lawful rate per annum. 5. The Collateral shall remain in Debtor's possession or control at all times at Debtor's risk of loss; and be kept at the address shown at the beginning of this Agreement, or at _____________________________________________ ________________________________________________________________________________ (No. and Street) (City) (County) (State) where Secured Party may inspect it at any time. Except for its temporary removal in connection with its ordinary use, Debtor shall not remove any the Collateral from the leased premisesabove address without obtaining prior written consent from Secured Party. Whenever Debtor shall bear the risk of loss and damage to Collateral at all times. 6. The Collateral will not be misused or abused, wasted or allowed to deteriorate, except for the ordinary wear and tear of its intended primary use, and will not be used in violation of any statute or ordinance. 7. The Collateral will not be sold, transferred or disposed of by Debtor or be subjected to any unpaid charge, including rent and taxes, or to any subsequent interest of a third person created or suffered by Debtor voluntarily or involuntarily unless Secured Party consents in advance in writing to such sale, transfer, disposition, charge, or subsequent interest, or unless otherwise provided in this Agreement. 8. Debtor will promptly notify Secured Party in writing of any addition to, change in or discontinuance of: (i) its address as shown at the beginning of this Security Agreement; (ii) the location of its place of business if it has one location or its chief executive office if it has more than one place of business as set forth in this Security Agreement; and (iii) the location of the office where it keeps its records as set forth in this Security Agreement. 9. If any Collateral is located upon premises leased or held for lease to customers of Debtor and is of a type normally used in which any third party has an interest more than one State (whether such as ownerautomotive equipment, mortgageerolling stock, beneficiary under a deed of trustairplanes, lien or otherwiseroad building equipment, commercial harvesting equipment, construction machinery and the like), Debtor's place of business if it has one location or its chief executive office if it has more than one place of business is the address shown at the beginning of this Agreement. 10. The office where Debtor shallkeeps its records is 000 Xxxxxxxxxxxx Xx., whenever requested by Xxxxxxxxx, XX 00000 (Davidson County). 11. Debtor shall account fully and faithfully to Secured PartyParty for Proceeds from disposition of the Collateral in any manner and shall pay or turn over pursuant to paragraph 5(a) of the Floor Plan Agreement in cash, use its reasonable best efforts negotiable instruments, drafts, assigned accounts or chattel paper, all Proceeds from each sale to cause such third party be applied to execute and deliver Debtor's indebtedness to Secured Party, subject, if other than cash, to final payment or collection. 12. If any Collateral or Proceeds includes obligations of third parties to Debtor, the transactions giving rise to the Collateral shall conform in form acceptable all respects to Secured Partythe applicable State or Federal law including but not limited to consumer credit law. Debtor shall hold harmless and indemnify Bank against any cost, such waivers loss or expense arising from Debtor's breach of this covenant. 13. Without the written consent of Bank, Debtor shall not change its name, change its corporate status, use any trade name or engage in any business in which it was not engaged on the date of this Agreement. 14. Debtor appoints Bank as Debtor's attorney-in-fact with full power in Debtor's name and subordinations behalf to do every act which Debtor is obligated to do or may be required to do hereunder; however, nothing in this paragraph shall be construed to obligate Bank to take any action hereunder nor shall Bank be liable to Debtor for failure to take any action hereunder. This appointment shall be deemed a power coupled with an interest and shall not be terminable as Secured Party long as the obligations are outstanding and shall specify, so as to ensure that not terminate on the rights disability or incompetence of the Secured Party in the Collateral are, and will continue to be, superior to the rights of any such third partyDebtor. 15. Debtor will keep in full force and effect, and will comply with all State and Federal laws and regulations applicable to its business, whether now in effect or hereafter enacted including but not limited to the terms of, any lease for a Leased Location where any wage and hours laws and relating to the use or disposal of the Collateral now or in the future may be locatedhazardous materials and wastes.

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents warrants and warrants to Secured Party that Debtor is and will at all times in the future be, the sole owner of the Collateral, having good and marketable title thereto (except for items of Equipment which are leased by Debtor), free and clear of any and all liens, charges, security interests, encumbrances, adverse claims or rights of others created by any acts or omissions of Debtor, except agrees that: A. Except for the security interest granted hereby, Debtor is the owner of the Collateral free from any lien, security interest, or encumbrance, except as imposed by law; and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. B. No financing statement covering any of the above Collateral or any proceeds thereof is on file in any public office; Debtor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a Financing Statement signed only by the Secured Party describing the Collateral in the same manner as it is described herein; and from time to time at the request of the Secured Party, execute one or more Financing Statements and such other documents and Debtor shall pay the cost of filing or recording same in all public offices deemed necessary or desirable by the Secured Party and any do such other acts and things, all as the Secured Party may request to establish and maintain a valid security interest in the Collateral (free of all other liens and security interests that are defined as Permitted Liens in that certain Loan and Security Agreement between Debtor and Coast Business Credit ("COAST"claims whatsoever) dated February 4, 1999, as to secure the same may be amended from time to timepayment of the Obligations, including, but without limitation, deposit with the Secured Party of any certificate of title issuable with respect to any of the Collateral and notation thereon of the security interest hereunder. C. Debtor will not limited sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein, or offer so to do, other than in the present and future liens and security interests in favor ordinary course of Coast and any and all additional security interests and liens consented to in writing by Coast (collectivelyDebtor's business without the prior written consent of the Secured Party. D. At the written request of the Secured Parity, "PERMITTED LIENS"). Debtor will at all times defend keep the Collateral insured against loss, damage, theft, and such other risks as the Secured Party may reasonably require in such amounts and companies and under such policies and in such form, and for such periods, as shall be satisfactory to the Secured Party, and each such policy shall provide that loss thereunder and proceeds payable thereunder shall be payable to the Secured Party (and the Collateral against all claims Secured Party may apply any proceeds of others other than such insurance which may be received by the holders of Permitted Liens. None Secured Party toward payment of the Collateral is Obligations, whether or will be affixed to any real property not due, in such a mannerorder of application as the Secured Party may determine) and each such policy shall provide for twenty (20) days written minimum cancellation notice to the Secured Party; and each such policy shall, if the Secured Party so request, be deposited with the Secured Party; and the Secured Party may act as attorney for Debtor in obtaining, adjusting, settling, and canceling such insurance and endorsing any drafts. E. Debtor shall at all times keep the Collateral free from any lien, security interest, or with such intentencumbrance and in good order and repair, as to become a fixture. Debtor is not ordinary wear and tear excepted, and will not become a lessee under waste or destroy the Collateral or any real property lease part thereof; and Debtor will not use other Collateral in violation of any statute or ordinance; and the Secured Party may examine and inspect the Collateral upon reasonable notice wherever located. F. Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use of operation or upon this agreement or upon any note or notes evidencing the Obligations, or any of them, other than those contested by Debtor in good faith. G. At his option, the Secured Party may, after giving Debtor fifteen (15) days notice and opportunity to cure, discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral, may pay for insurance on the Collateral, and may pay for the maintenance and preservation of the Collateral. Debtor agrees to reimburse the Secured Party on demand for any payment made, or any expense incurred, by the Secured Party, pursuant to which the lessor foregoing authorization. Until default, Debtor may obtain any rights in any have possession of the Collateral and no such lease now prohibitsuse it in any lawful manner not inconsistent with this agreement and not inconsistent with any policy of insurance thereon. H. Debtor has full power and authority to make this Agreement, restrainsand all necessary consents and approvals or any persons, impairs entities, governmental or will prohibitregulatory authorities and securities exchanges have been obtained to effectuate the validity of this Agreement. I. Debtor must promptly give Secured Party written notice of: i. All material actions or suits (at law or in equity) and of all investigations or proceedings by or before any court, restrain arbitrator or impair any governmental department, commission, board, bureau, agency or other instrumentality, state, federal or foreign, affecting Debtor or the rights or other properties of Debtor; ii. Any adverse change in the condition (financial or otherwise) of Debtor; and iii. Any seizure or levy upon any part of any of Debtor's right to remove properties under any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under process or by a deed of trust, lien or otherwise), Debtor shall, whenever requested by Secured Party, use its reasonable best efforts to cause such third party to execute and deliver to Secured Party, in form acceptable to Secured Party, such waivers and subordinations as Secured Party shall specify, so as to ensure that the rights of the Secured Party in the Collateral are, and will continue to be, superior to the rights of any such third party. Debtor will keep in full force and effect, and will comply with all the terms of, any lease for a Leased Location where any of the Collateral now or in the future may be locatedreceiver.

DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants to Secured Party that warrants: 3.1 Debtor is a corporation, duly organized and will at all times in existing under the future be, the sole owner laws of the Collateralstate of its incorporation and is duly qualified in every state in which it is doing business. 3.2 The execution, having good delivery and marketable title thereto (except for items performance hereof are within Debtor's corporate powers, and have been duly authorized and are not in contravention of Equipment which are leased law or the terms of Debtor's charter, by Debtor)laws or other incorporation papers, free and clear or of any and all liens, charges, security interests, encumbrances, adverse claims undertaking to which Debtor is a party or rights of others created by any acts or omissions of Debtor, except which it is bound. 3.3 Except for the security interest granted to of Secured Party therein, and any the prior security interest in favor of Finova Capital Corporation (fka Greyhound Financial Corporation, and all liens and security interests that are defined hereinafter referred to as Permitted Liens in that certain "Finova") pursuant to a Loan and Security Agreement between Debtor and Coast Business Credit ("COAST") dated February 4April 26, 19991994, as the same may be amended from time to time, including, but not limited to time EXHIBIT 10.15 (the present and future liens and security interests in favor of Coast and any and all additional security interests and liens consented to in writing by Coast (collectively, "PERMITTED LIENSFinova Agreement"). , Debtor is, and as to Collateral acquired after the date hereof Debtor shall and will at all times be the owner of such Collateral free from any lien, security interest, encumbrance or other right, title or interest of any other person, firm or corporation, and Debtor shall defend Secured Party and the Collateral against all claims and demands of others other than all persons at any time claiming the holders same or any interest therein adverse to Secured Party. 3.4 Except for financing statements relating to the security interest granted pursuant to the Finova Agreement, there is no financing statement now on file in any public office covering any Collateral subject to the security of Permitted Liens. None of the Collateral is or will be affixed to any real property in such a mannerSecured Party herein, or with such intentintended so to be, as to become a fixture. or in which Debtor is not named as or signs as a debtor or consignee, and will not become a lessee under so long as Debtor has any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Debtor's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Debtor shall, whenever requested by Secured Party, use its reasonable best efforts to cause such third party to execute and deliver Liabilities to Secured Party, Debtor will not execute and there will not be on file in form acceptable any public office any financing statements, except the financing statement filed or to be filed with respect to the security interest hereby granted to Secured Party, such waivers and subordinations except as expressly agreed in writing by Secured Party. 3.5 Debtor shall give Secured Party shall specify, so as to ensure that the rights written notice of the Secured Party in the Collateral arelocation of each place of business it has, and will continue to beof its chief executive office if it has more than one place of business. Except as such notice is given, superior to Debtor's chief executive office and only place of business shall be at Debtor's address as it appears at the rights beginning of any such third party. Debtor will keep in full force and effect, and will comply with all the terms of, any lease for a Leased Location where any of the Collateral now or in the future may be locatedthis agreement.