Common use of Debtor's Representations, Warranties and Covenants Clause in Contracts

Debtor's Representations, Warranties and Covenants. Debtor represents, warrants and covenants that: (a) Debtor has title to the Collateral, free of all liens and encumbrances, except the Security Interest created hereby, as the same may hereafter be amended from time to time. Debtor has full corporate power and authority to execute this Security Agreement, to perform Debtor's obligations hereunder and to subject the Collateral to the Security Interest created hereby. (b) Debtor will, at any time or times hereafter, execute such financing statements and other instruments and perform such other acts as the Secured Party may reasonably request in order to establish, maintain, perfect and enforce Secured Party's valid and perfected Security Interest in the Collateral and its rights under this Agreement. (c) Except in the ordinary course of Debtor's business, Debtor will not sell, transfer, lease, hypothecate, pledge or otherwise dispose of any of its rights or interests in the Collateral without the prior written consent of the Secured Party. (d) Debtor will keep the Collateral in good condition, ordinary wear and tear excepted, and insured against such risks and in such amounts consistent with Debtor's past practice, with Secured Party to be named loss payee on all insurance on the Collateral. From time to time Debtor shall furnish to Secured Party, upon request, appropriate evidence of the carrying of such insurance. (e) Debtor will use the Collateral in a lawful manner consistent with this agreement and with the terms and conditions of any policy of insurance thereon. (f) Following the occurrence of an Event of Default, the Secured Party, in the name of the Debtor, shall have the authority but shall not be obligated to take any action which the Secured Party may deem necessary or desirable in order to realize on the Collateral. (g) Debtor will forward directly to the Secured Party any and all written material notices, agreements or documents of any kind or nature received by Debtor on account of any of the Collateral.

Debtor's Representations, Warranties and Covenants. Debtor represents, warrants and covenants that: (a) Debtor has title to the Collateral, free of all liens and encumbrances, except the Security Interest created hereby, as the same may hereafter be amended from time to time. Debtor has full corporate power and authority to execute this Security Agreement, to perform Debtor's obligations hereunder hereunder, and to subject the Collateral to the Security Interest created hereby. (b) Debtor will, at any time or times hereafter, execute such financing statements and other instruments and perform such other acts as the Secured Party may reasonably request in order to establish, maintain, perfect and enforce Secured Party's valid and perfected Security Interest in the Collateral and its rights under this Agreement. (c) Except in the ordinary course of Debtor's business, Debtor will not sell, transfer, lease, hypothecate, pledge or otherwise dispose of any of its rights or interests in the Collateral without the prior written consent of the Secured Party. (d) Debtor will keep the Collateral in good condition, ordinary wear and tear excepted, and insured against such risks and in such amounts consistent with Debtor's past practice, with Secured Party to be named loss payee on all insurance on the Collateral. From time to time Debtor shall furnish to Secured Party, upon request, appropriate evidence of the carrying of such insurance. (e) Debtor will use the Collateral in a lawful manner consistent with this agreement and with the terms and conditions of any policy of insurance thereon. (f) Following the occurrence of an Event of Default, the Secured Party, in the name of the Debtor, shall have the authority but shall not be obligated to take any action which the Secured Party may deem necessary or desirable in order to realize on the Collateral. (g) Debtor will forward directly to the Secured Party any and all written material notices, agreements agreements, or documents of any kind or nature received by Debtor on account of any of the Collateral.

Debtor's Representations, Warranties and Covenants. The Debtor representsrepresents and warrants to, warrants and covenants thatwith, the Secured Party, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows: a. All filings, registrations and recordings necessary or appropriate to create, preserve, protect and perfect the security interest granted by the Debtor to the Secured Party hereby in respect of the Collateral have been accomplished and the security interest granted to the Secured Party pursuant to this Agreement in and to the Collateral constitutes a valid and enforceable perfected security interest therein superior and prior to the rights of all other Persons therein and subject to no other Liens and is entitled to all the rights, priorities and benefits afforded by the law of the State of Florida or other relevant law as enacted in any relevant jurisdiction to perfected security interests. The Secured Party is, and as to Collateral acquired by it from time to time after the date hereof the Secured Party will be, the owner of all Collateral free from any Lien or other right, title or interest of any, and the Debtor shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Secured Party. There is no financing statement covering or purporting to cover any interest of any kind in the, and so long as the Obligations remain unpaid, the Debtor will not execute or authorize to be filed in any public office any financing statement (aor similar statement or instrument of registration under the law of any jurisdiction) Debtor has title or statements relating to the Collateral, free of all liens and encumbrances, except the Security Interest created hereby, as the same may hereafter be amended from time to time. Debtor has full corporate power and authority to execute this Security Agreement, to perform Debtor's obligations hereunder and to subject the Collateral to the Security Interest created hereby. (b) Debtor will, at any time or times hereafter, execute such financing statements filed or to be filed in respect of and other instruments and perform such other acts as covering the Secured Party may reasonably request in order to establishsecurity interests granted hereby by the Debtor, maintain, perfect and enforce Secured Party's valid and perfected Security Interest in the Collateral and its rights under this Agreement. (c) Except in the ordinary course of Debtor's business, Debtor will not sell, transfer, lease, hypothecate, pledge or otherwise dispose of any of its rights or interests in the Collateral without the prior written consent of the Secured Party. (d) b. The Debtor has full right, power and authority to execute and deliver this Security Agreement and to grant the security interest in the Collateral as provided herein. c. The execution, delivery and performance of this Security Agreement has been duly authorized by all necessary corporate action. This Security Agreement has been duly executed and delivered by the Debtor and constitutes the legal, valid and binding obligation of the Debtor enforceable against the Debtor in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium, or other similar laws from time to time in effect affecting creditor's rights generally and by principles governing the availability of equitable remedies, and the grant of the security interest in the Collateral existing on the date hereof constitutes, and, as to subsequently acquired Collateral, will constitute, a valid and perfected first and prior security interest, superior to the rights of any other person, in and to the Collateral. d. This Agreement is made with full recourse to the Debtor and pursuant to and upon all the warranties, representations, covenants and agreements on the part of the Debtor contained herein. e. The Debtor will keep and maintain at its own cost and expense satisfactory and complete records of all Salvaged Items, Receivables and Contracts, including, but not limited to, the Collateral in good conditionoriginals of all documentation (including each Contract) with respect thereto, ordinary wear records of all payments received, all credits granted thereon, all merchandise returned and tear exceptedall other dealings therewith, and insured against such risks and in such amounts consistent with following default hereunder, the Debtor will make the same available to the Secured Party for inspection, at the Debtor's past practiceown cost and expense, with Secured Party to be named loss payee on at any and all insurance on the Collateral. From time to time Debtor shall furnish to Secured Party, reasonable times upon request, appropriate evidence of the carrying of such insurancedemand. (e) Debtor will use the Collateral in a lawful manner consistent with this agreement and with the terms and conditions of any policy of insurance thereon. (f) Following f. Upon the occurrence of an Event of DefaultDefault and if the Secured Party so directs, the Debtor agrees (i) to cause all payments on account of the Receivables and Contracts to be made directly to such account as Secured Party shall request and (ii) that the Secured Party may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in preceding clause (i). Without notice to or assent by the Debtor, the Secured Party may apply any or all amounts then in, or thereafter deposited in any account designated by Secured Party. The costs and expenses (including, without limitation, attorneys' fees) of collection, whether incurred by the Debtor or the Secured Party, shall be borne by the Debtor. g. Debtor shall not rescind or cancel any indebtedness evidenced by any Receivable or under any Contract, or modify any term thereof or make any adjustment with respect thereto, or extend or renew the same, or compromise or settle any dispute, claim, suit or legal proceeding relating thereto, or sell any Receivable or Contract, or interest therein. The Debtor will duly fulfill all obligations on its part to be fulfilled under or in connection with the Receivables and Contracts and will do nothing to impair the rights of the Secured Party in the name Receivables or Contracts. h. Debtor will promptly pay when due all taxes and assessments upon the Collateral or for its own use and operation or upon this Security Agreement or upon the notes evidencing the Obligations. i. Other than in the ordinary course of Debtor’s business, Debtor shall not sell, transfer, lease, or otherwise dispose of any of the Collateral or any interest therein, or offer to do so, without the prior written consent of the Secured Party. j. The Debtor will do nothing to impair the rights of the Secured Party in the Collateral. The Debtor will at all times keep its Inventory and Equipment insured in favor of the Secured Party, at its own expense, to the Secured Party's reasonable satisfaction against fire, theft and all other risks to which such Collateral may be subject; all policies or certificates with respect to such insurance shall be endorsed to the Secured Party's satisfaction for the benefit of the Secured Party (including, without limitation, by naming the Secured Party as loss payee) and deposited with the Secured Party. If the Debtor shall fail to insure such Inventory and Equipment to the Secured Party's reasonable satisfaction, or if the Debtor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and the Debtor agrees to reimburse the Secured Party for all costs and expenses of procuring such insurance. The Secured Party may apply any proceeds of such insurance when received by it toward the payment of any of the Obligations to the extent the same shall then be due. The Debtor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of the Debtor to pay its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to the Debtor. k. The Debtor agrees to assign and deliver to the Secured Party such financing statements, in form acceptable to the Secured Party, as the Secured Party may from time to time reasonably request or as are necessary or desirable in the opinion of the Secured Party to establish and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein and the other rights and security contemplated herein, all in accordance with the law as enacted in any and all relevant jurisdictions or any other relevant law. The Debtor will pay any applicable filing fees and related expenses. The Debtor authorizes the Secured Party to file any such financing statements without the signature of the Debtor, shall have . The Debtor hereby constitutes and appoints the authority but shall not be obligated to take Secured Party its attorney-in-fact for the purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Secured Party may deem necessary or desirable in order advisable to realize on accomplish the Collateralpurposes hereof, which appointment is irrevocable and coupled with an interest. (g) Debtor will forward directly to the Secured Party any and all written material notices, agreements or documents of any kind or nature received by Debtor on account of any of the Collateral.

Debtor's Representations, Warranties and Covenants. Debtor hereby warrants, represents, warrants and covenants that:; (a) A. The execution, delivery and performance of this Agreement are within Debtor's legal power, have been duly authorized, are not in violation of law or, if Debtor is a corporation, the terms of Debtor's Articles of Incorporation, By-Laws or other incorporation papers, or in any event of any indenture, agreement or undertaking to which Debtor is a party or by which Debtor is bound; B. Debtor has full and absolute title to the CollateralCollateral Presently existing, free of all security interests, liens and encumbrancesclaims whatsoever, except Debtor will obtain full and absolute title to Collateral hereafter acquired immediately upon or prior to receiving possession thereof, and Debtor will at all times hereafter keep the Security Interest created herebyCollateral free of all security interests, liens, and claims whatsoever, other than the security interest granted herein; C. No financing statement, mortgage, notice of lien, deed of trust, security agreement or any other agreement or instrument creating or giving notice of an encumbrance or charge against any of the Collateral Is in existence or on file In any public office; D. Debtor shall inure the Collateral until Secured Party's security interest is terminated against all risks to which it is exposed, including loss, damage, fire, theft, and all other such risks, in such amounts, with such companies, under such policies and in such form as shall be satisfactory to Secured Party, which policies shall provide that lose thereunder shall be payable to Secured Party as its Interests may appear upon a New York standard mortgage clause (long form), and Secured Party may apply any proceeds of such insurance which may be received by it for payment of the same Liabilities, whether or not due, in such order of application as Secured Party may hereafter determine, and such policies or certificates thereon or duplicates thereof shall immediately be amended deposited with Secured Party; E. Debtor will from time to time. Debtor has full corporate power and authority to execute this Security Agreement, to perform Debtor's obligations hereunder and to subject the Collateral to the Security Interest created hereby. (b) Debtor will, at any time or times hereafterrequest of Secured Party, execute such financing statements statements, notices and other instruments documents, and perform pay the cost of filing or recording the sale in all public offices deemed necessary by Secured Party and do such other acts as the Secured Party may reasonably request in order to establish, maintain, perfect establish and enforce Secured Party's Maintain a valid and perfected Security Interest in security; interest_____________________________ with respect to any of the Collateral and its rights under this Agreement.notation thereon or the security interest and title hereunder; (c) Except in the ordinary course of Debtor's business, F. Debtor will not sell, transfer, leaselease pledge, hypothecate, pledge abandon or otherwise dispose of any of its rights the Collateral or interests any interest therein, except for Inventory, which Debtor may sell in the Collateral without the prior written consent ordinary course of the Secured Party.business; (d) G. Debtor will keep the Collateral in good condition, ordinary wear shall account fully and tear excepted, faithfully for and insured against such risks and in such amounts consistent with Debtor's past practice, with promptly pay or turn over to Secured Party to be named loss payee on all insurance on the Collateral. From time to time Debtor shall furnish to Secured Party, upon request, appropriate evidence of the carrying of such insurance. (e) Debtor will use the Collateral proceeds in a lawful whatever form received in disposition in any manner consistent with this agreement and with the terms and conditions of any policy of insurance thereon. (f) Following the occurrence of an Event of Default, the Secured Party, in the name of the Debtor, shall have the authority but shall not be obligated to take any action which the Secured Party may deem necessary or desirable in order to realize on the Collateral. (g) Debtor will forward directly to the Secured Party any and all written material notices, agreements or documents of any kind or nature received by Debtor on account of any of the Collateral, but nothing in this Agreement shall be deemed to authorize any such disposition, except for the sale of Inventory pursuant to Subparagraph F; and H. The Inventory will be kept at the address or addresses set forth below, unless Secured Party gives its prior written consent.

Debtor's Representations, Warranties and Covenants. The Debtor representsrepresents and warrants to, warrants and covenants thatwith, the Secured Party, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows: A. All filings, registrations and recordings necessary or appropriate to create, preserve, protect and perfect the security interest granted by the Debtor to the Secured Party hereby in respect of the Collateral have been accomplished and the security interest granted to the Secured Party pursuant to this Agreement in and to the Collateral constitutes a valid and enforceable perfected security interest therein superior and prior to the rights of all other Persons therein and subject to no other Liens and is entitled to all the rights, priorities and benefits afforded by Canadian law or other relevant law as enacted in any relevant jurisdiction to perfected security interests. The Secured Party is, and as to Collateral acquired by it from time to time after the date hereof the Secured Party will be, the owner of all Collateral free from any Lien or other right, title or interest of any, and the Debtor shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Secured Party. There is no financing statement covering or purporting to cover any interest of any kind in the, and so long as the Obligations remain unpaid, the Debtor will not execute or authorize to be filed in any public office any financing statement (aor similar statement or instrument of registration under the law of any jurisdiction) Debtor has title or statements relating to the Collateral, free except financing statements filed or to be filed in respect of all liens and encumbrances, except covering the Security Interest created hereby, as security interests granted hereby by the same may hereafter be amended from time to time. Debtor. B. The Debtor has full corporate right, power and authority to execute and deliver this Security AgreementAgreement and to grant the security interest in the Collateral as provided herein. C. The execution, delivery and performance of this Security Agreement has been duly authorized by all necessary corporate action. This Security Agreement has been duly executed and delivered by the Debtor and constitutes the legal, valid and binding obligation of the Debtor enforceable against the Debtor in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium, or other similar laws from time to perform time in effect affecting creditor's rights generally and by principles governing the availability of equitable remedies, and the grant of the security interest in the Collateral existing on the date hereof constitutes, and, as to subsequently acquired Collateral, will constitute, a valid and perfected first and prior security interest, superior to the rights of any other person, in and to the Collateral. D. All Assets held on the date hereof by the Debtor are located at the address first set forth above and shall not be removed from such location. The Debtor agrees that all Inventory and Equipment now held or subsequently acquired by it shall be kept at such address or at the Secured Parties address. E. This Agreement is made with full recourse to the Debtor and pursuant to and upon all the warranties, representations, covenants and agreements on the part of the Debtor contained herein. F. The Debtor will keep and maintain at its own cost and expense satisfactory and complete records of its Receivables and Contracts, including, but not limited to, the originals of all documentation (including each Contract) with respect thereto, records of all payments received, all credits granted thereon, all merchandise returned and all other dealings therewith, and following default hereunder, the Debtor will make the same available to the Secured Party for inspection, at the Debtor's obligations hereunder own cost and to subject the Collateral to the Security Interest created hereby. (b) Debtor willexpense, at any time and all reasonable times upon demand. G. Upon the occurrence of an Event of Default and if the Secured Party so directs, the Debtor agrees (i) to cause all payments on account of the Receivables and Contracts to be made directly to such account as Secured Party shall request and (ii) that the Secured Party may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in preceding clause (i). Without notice to or times hereafterassent by the Debtor, execute such financing statements and other instruments and perform such other acts as the Secured Party may reasonably request apply any or all amounts then in, or thereafter deposited in order to establish, maintain, perfect and enforce any account designated by Secured Party's valid . The costs and perfected Security Interest expenses (including, without limitation, attorneys' fees) of collection, whether incurred by the Debtor or the Secured Party, shall be borne by the Debtor. H. Debtor shall not rescind or cancel any indebtedness evidenced by any Receivable or under any Contract, or modify any term thereof or make any adjustment with respect thereto, or extend or renew the same, or compromise or settle any dispute, claim, suit or legal proceeding relating thereto, or sell any Receivable or Contract, or interest therein. The Debtor will duly fulfill all obligations on its part to be fulfilled under or in connection with the Receivables and Contracts and will do nothing to impair the rights of the Secured Party in the Collateral and its rights under this AgreementReceivables or Contracts. (c) Except I. Debtor will promptly pay when due all taxes and assessments upon the Collateral or for its own use and operation or upon this Security Agreement or upon the Loans evidencing the Obligations. J. Other than in the ordinary course of Debtor's ’s business, Debtor will shall not sell, transfer, lease, hypothecate, pledge or otherwise dispose of any of its rights or interests in the Collateral or any interest therein, or offer to do so, without the prior written consent of the Secured Party. (d) K. The Debtor will keep do nothing to impair the Collateral in good condition, ordinary wear and tear excepted, and insured against such risks and in such amounts consistent with Debtor's past practice, with rights of the Secured Party to be named loss payee on all insurance on in the Collateral. From time to time Debtor shall furnish to Secured Party, upon request, appropriate evidence of the carrying of such insurance. (e) The Debtor will use the Collateral at all times keep its Inventory and Equipment insured in a lawful manner consistent with this agreement and with the terms and conditions favor of any policy of insurance thereon. (f) Following the occurrence of an Event of Default, the Secured Party, at its own expense, to the Secured Party's reasonable satisfaction against fire, theft and all other risks to which such Collateral may be subject; all policies or certificates with respect to such insurance shall be endorsed to the Secured Party's satisfaction for the benefit of the Secured Party (including, without limitation, by naming the Secured Party as loss payee) and deposited with the Secured Party. If the Debtor shall fail to insure such Inventory and Equipment to the Secured Party's reasonable satisfaction, or if the Debtor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and the Debtor agrees to reimburse the Secured Party for all costs and expenses of procuring such insurance. The Secured Party may apply any proceeds of such insurance when received by it toward the payment of any of the Obligations to the extent the same shall then be due. The Debtor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of the Debtor to pay its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to the Debtor. L. The Debtor agrees to assign and deliver to the Secured Party such financing statements, in form acceptable to the Secured Party, as the Secured Party may from time to time reasonably request or as are necessary or desirable in the name opinion of the Secured Party to establish and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein and the other rights and security contemplated herein, all in accordance with Canadian Law as enacted in any and all relevant jurisdictions or any other relevant law. The Debtor will pay any applicable filing fees and related expenses. The Debtor authorizes the Secured Party to file any such financing statements without the signature of the Debtor, shall have . The Debtor hereby constitutes and appoints the authority but shall not be obligated to take Secured Party its attorney in fact for the purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Secured Party may deem necessary or desirable in order advisable to realize on accomplish the Collateralpurposes hereof, which appointment is irrevocable and coupled with an interest. (g) Debtor will forward directly to the Secured Party any and all written material notices, agreements or documents of any kind or nature received by Debtor on account of any of the Collateral.

Debtor's Representations, Warranties and Covenants. Each Debtor hereby represents, warrants and covenants that: (a) Debtor has title to the Collateral, free of all liens and encumbrances, except the Security Interest created hereby, as the same may hereafter be amended from time to time. Debtor has full corporate power and authority to execute this Security Agreement, to perform Debtor's obligations hereunder and to subject the Collateral to the Security Interest created hereby. (b) Debtor will, at any time or times hereafter, execute such financing statements and other instruments and perform such other acts as the Secured Party may reasonably request that: ​ A. Such Debtor’s principal place of business is 0 Xxxx Xxxxx, Xxxxx 0000, Xxxxxx, XX 00000 and such Debtor keeps its records concerning accounts, contract rights and other property at that location. Other than with respect to information disclosed to the Secured Party as of the hereof, such Debtor will notify the Secured Party in order writing not less than ten (10) days prior to establish, maintain, perfect and enforce Secured Party's valid and perfected Security Interest in the establishment of any new place of business where any of the Collateral and its rights under this Agreement. (c) Except is kept, except if moved in the ordinary course of Debtor's business, . Such Debtor is a corporation organized under the laws of the State of Delaware. Such Debtor will notify the Secured Party in writing not sellless than ten (10) days prior to changing either its form or jurisdiction of organization. At least ten (10) days prior to such change, transfereach applicable Debtor shall, lease(i) execute and deliver to the Secured Party all documents, hypothecateagreements and instruments reasonably requested in writing by the Secured Party in order to maintain the validity, pledge or otherwise dispose perfection, enforceability and priority of any the Secured Party’s Lien in all of its rights or interests such Debtor’s Collateral, and (ii) authorize (and does hereby authorize) the Secured Party to (x) file all such UCC financing statements and, in the Collateral case of a Grantor, notices or other appropriate documents or instruments with the USPTO, the USCO or with each relevant foreign jurisdiction with respect to the Intellectual Property, as applicable (to the extent constituting Collateral), and (y) make such other filings or recordings as are necessary to maintain the validity, perfection, enforceability and priority of the Secured Party’s Lien in all such Debtor’s Collateral. Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed by the Secured Party without the prior written consent of the Secured Party and agrees that it will not do so without the prior written consent of the Secured Party., subject to such Debtor’s rights under Section XI of this Agreement and Section 9-509(d)(2) of the UCC. ​ (d) B. Such Debtor will at all times keep in a manner reasonably satisfactory to the Secured Party accurate and complete records of the Collateral in good condition, ordinary wear and tear excepted, will keep such Collateral insured to the extent similarly situated companies insure their assets. Within thirty (30) days following the date hereof and insured against such risks and in such amounts consistent with Debtor's past practice, with Secured Party to be named loss payee on all insurance on the Collateral. From from time to time thereafter at Secured Party’s request, each Debtor shall furnish deliver to the Secured PartyParty copies of all material contracts, upon requestquality agreements, appropriate evidence of vendor agreements, contract manufacturing organization engagements, clinical research organization engagements, and consultant engagements relating to the carrying of Collateral, together with all material amendments thereto from time to time, and, if such insurance.agreements or engagements are not freely assignable on the face thereof, shall use commercially reasonable efforts to cause the counterparties thereto to agree that such agreements and engagements may be assigned to the Secured Party and that the Secured Party may enforce such agreements and engagements at any time or from time to time. ​ C. Such Debtor shall (ei) Debtor will not use the Collateral in a lawful manner consistent with this agreement and with the terms and conditions violation of any applicable statute, ordinance, law or regulation or in violation of any insurance policy of insurance thereon. (f) Following maintained by such Debtor with respect to the occurrence of an Event of Default, the Secured PartyCollateral, in each case to the name of extent such violation would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on such Debtor, shall have and (ii) not enter into any contractual obligation or undertaking restricting the authority but shall not be obligated to take any action which right or ability of such Debtor or the Secured Party may deem necessary to sell, assign, convey or desirable transfer any Collateral if such restriction would reasonably be expected to have, either individually or in order to realize on the Collateral. (g) Debtor will forward directly to the Secured Party any and all written material noticesaggregate, agreements or documents of any kind or nature received by Debtor on account of any of the Collateral.a Material Adverse Effect. ​

Debtor's Representations, Warranties and Covenants. Debtor hereby warrants, represents, warrants and covenants that:; (a) A. The execution, delivery and performance of this Agreement are within Debtor's legal power, have been duly authorized, are not in violation of law, or, if Debtor is a corporation, the terms of Debtor's Articles of Incorporation, By-Laws or other incorporation papers, or in any event of any indenture agreement or undertaking to which Debtor is a party or by which Debtor is bound; B. Debtor has full and absolute title to TO the CollateralCollateral presently existing, free of all security interests, liens and encumbrancesclaims whatsoever, except Debtor will obtain full and absolute title to Collateral hereafter acquired immediately upon or prior to receiving possession thereof, and Debtor will at all times hereafter keep the Collateral free of all security interests, liens, and claims whatsoever, other than the security interest granted herein; C. No financing statement, mortgage, notice of lien, dead of trust, security agreement or any other agreement or instrument creating or giving notice of an encumbrance or charge against any of the Collateral is in existence, or on file in any public office; D. Debtor shall insure the Collateral until Secured Party's Security Interest created herebyinterest is terminated against all risks to which it is exposed, including loss, damage, fire, theft, and all other such risks, in such amounts, with such companies, under such policies and in such form as shall be satisfactory to Secured Party, which policies shall provide that loss thereunder shall, be payable to Secured Party as its interests may appear (upon a New York standard mortgage clause (long form), and Secured Party may apply any proceeds of such insurance which may be received by it for payment of the same Liabilities, whether or not due, in such order of application as Secured Party may hereafter determine, and such policies or certificates thereon or duplicates thereof shall immediately be amended deposited with Secured Party; E. Debtor will from time to time. Debtor has full corporate power and authority to execute this Security Agreement, to perform Debtor's obligations hereunder and to subject the Collateral to the Security Interest created hereby. (b) Debtor will, at any time or times hereafteron request of Secured Party, execute such financing statements statements, notices and other instruments documents, and perform pay the cost of filing or recording the same in all public offices deemed necessary by Secured Party and do such other acts as the Secured Party may reasonably request to establish and maintain a valid security interest in order and Collateral, including, without limitation, delivery to establish, maintain, perfect and enforce Secured Party's valid and perfected Security Interest in Party of any Certificate of Title issuable with respect: to any of the Collateral and its rights under this Agreement. (c) Except in the ordinary course of Debtor's business, Debtor will not sell, transfer, lease, hypothecate, pledge or otherwise dispose of any of its rights or interests in the Collateral without the prior written consent notation thereon of the Secured Party. (d) Debtor will keep the Collateral in good condition, ordinary wear security interest and tear excepted, and insured against such risks and in such amounts consistent with Debtor's past practice, with Secured Party to be named loss payee on all insurance on the Collateral. From time to time Debtor shall furnish to Secured Party, upon request, appropriate evidence of the carrying of such insurance. (e) Debtor will use the Collateral in a lawful manner consistent with this agreement and with the terms and conditions of any policy of insurance thereon. (f) Following the occurrence of an Event of Default, the Secured Party, in the name of the Debtor, shall have the authority but shall not be obligated to take any action which the Secured Party may deem necessary or desirable in order to realize on the Collateral. (g) Debtor will forward directly to the Secured Party any and all written material notices, agreements or documents of any kind or nature received by Debtor on account of any of the Collateral.title hereunder;