Common use of Representations and Agreements Clause in Contracts

Representations and Agreements. Debtor represents and warrants to Secured Parties, and agrees that: (a) Debtor is a corporation duly organized and currently existing under Delaware law and is in good standing in any state where Debtor conducts business. The execution, delivery and performance of this Security Agreement are within Debtor’s powers, have been duly authorized, and are not in contravention of law or the terms of Debtor’s Certificate of Incorporation, Bylaws, or any indenture, agreement or undertaking to which Debtor is a party, or by which it is bound. Debtor will not change its name, state of formation or type of entity unless written notice is given to Secured Parties at least 30 days in advance. Notwithstanding the foregoing, the Secured Parties acknowledge that the Debtor intends to change its name promptly following the issuance of the Debentures and hereby consents to and waives any right to notice hereunder with respect to such name change. (b) Within thirty (30) days of the date hereof, Debtor shall obtain insurance upon the Collateral which is tangible property against all customarily insured risks for the full insurable value thereof (and furnish Secured Parties with duplicate policies if Secured Parties so requests), loss to be payable to Debtor and Secured Parties as their respective interests may appear. The Secured Parties’ interest shall be protected in accordance with a standard loss payable clause. In the event of any loss or damage to any Collateral, Debtor will give Secured Parties written notice thereof forthwith, promptly file proof of loss with the appropriate insurer and take all other steps necessary or appropriate to collect such insurance. If the Secured Parties so elect, the Secured Parties shall have full authority to collect all such insurance and to apply any amount collected to amounts owed hereunder, whether or not matured. The Secured Parties shall have no liability for any loss which may occur by reason of the omission or the lack of coverage of any such insurance. (c) Debtor shall at all times maintain Collateral which is tangible property in good condition and repair, defend at Debtor’s expense all Collateral from all adverse claims and shall not use any of the Collateral for any illegal purpose. (d) Debtor shall (i) keep such books and records pertaining to the Collateral and to Debtor’s business operations as shall be reasonably satisfactory to Secured Parties; (ii) permit representatives of Secured Parties to inspect the Collateral and inspect and make abstracts from Debtor’s books and records during regular business hours upon at least three days’ notice. If an event of default (as defined in the Debentures) has occurred and is continuing, the Secured Parties are hereby authorized to request confirmation of such information or additional information of any kind whatsoever directly from any third party having dealings with Debtor. (e) During the continuance of an event of default under the Debentures subject to the rights of the holders of the Permitted Liens, Debtor shall give such notice in writing (including but not limited to notice of assignment or notice to pay the Secured Parties directly) as the Secured Parties may require at any time to any or all account debtors, with respect to accounts which are Collateral, and, if the Secured Parties shall so request, deliver to the Secured Parties copies of any and all such notices. (f) Upon Secured Parties’ reasonable request and subject to the rights of the holders of the Permitted Liens, Debtor shall promptly transmit to Secured Parties all information that it may have or receive with respect to Collateral or with respect to any account debtor which might in any way affect the value of the Collateral or Secured Parties’ rights or remedies with respect thereto. (g) Debtor shall not otherwise consume, assign or transfer any Collateral except: (i) pursuant to this Agreement or the Transaction Documents, (ii) in favor of any holder of the Permitted Liens, including the Senior Lender (or any replacement lender), or (iii) as the Secured Parties may consent in writing. Subject to the rights of the Senior Lender, the provision of this Security Agreement granting a security interest in proceeds shall not be construed to mean that Secured Parties consents to any sale or disposition of any Collateral. (h) Debtor shall pay when due all taxes, assessments, and any other governmental levy which is, or may be, levied against any Collateral, and shall otherwise maintain the Collateral free of all liens, charges, and encumbrances (except liens in existence on the date hereof and liens created hereby and Permitted Liens (as defined in the Securities Purchase Agreement). (i) Debtor shall not store any Collateral with any warehouseman other than in the ordinary course of business without Secured Parties’ consent. (j) During the continuance of an event of default under the Debentures and subject to the rights of the holders of the Permitted Liens, Debtor shall promptly, unless the Secured Parties shall waive such requirement in writing, deliver to the Secured Parties all certificates of title, if any (or any other documents evidencing title), to all Collateral with such proper notations, assignments or endorsements as may be necessary or appropriate to create, preserve or perfect the Secured Parties’ security interest in the Collateral. (k) Debtor shall, at its cost and expense, execute, deliver, file or record (in such manner and form as the Secured Parties may reasonably require) any assignment, financing statement or other paper that may be necessary or desirable, or that that Secured Parties may reasonably request, in order to create, preserve or perfect any security interest granted hereby or to enable the Secured Parties to exercise and enforce their rights hereunder or under any Collateral. The Secured Parties are further granted the power, coupled with an interest, to sign on behalf of Debtor as attorney-in-fact (if signature is required) and to file one or more financing statements under the Uniform Commercial Code naming Debtor as debtor and the Secured Parties as secured parties and describing the Collateral herein specified. Debtor shall take any action reasonably requested by the Secured Parties necessary for the Secured Parties to obtain control of Collateral consisting of deposit accounts, investment property, letter of credit rights, electronic chattel paper and similar property. (l) Subject to the rights of the holders of the Permitted Liens, the Secured Parties are hereby granted a non-exclusive, world-wide and royalty-free license to use or otherwise exploit all trademarks, trade secrets, franchises, copyrights and patents of the Debtor that the Secured Parties reasonably deems necessary or appropriate for the disposition of any Collateral.

Representations and Agreements. Debtor represents and warrants to Secured Parties, and agrees that: (a) : Debtor is a corporation duly organized and currently existing under Delaware Nevada law and is in good standing in any state where Debtor conducts business. The execution, delivery and performance of this Security Agreement are within Debtor’s 's powers, have been duly authorized, and are not in contravention of law or the terms of Debtor’s 's Certificate of Incorporation, Bylaws, or any indenture, agreement or undertaking to which Debtor is a party, or by which it is bound. Debtor will not change its name, state of formation or type of entity unless written notice is given to Secured Parties at least 30 days in advance. Notwithstanding the foregoing, the Secured Parties acknowledge that the Debtor intends to change its name promptly following the issuance of the Debentures Notes and hereby consents to and waives any right to notice hereunder with respect to such name change. (b) Within thirty (30) days of the date hereof, Debtor shall obtain insurance upon the Collateral which is tangible property against all customarily insured risks for the full insurable value thereof (and furnish Secured Parties with duplicate policies if Secured Parties so requests), loss to be payable to Debtor and Secured Parties as their respective interests may appear. The Secured Parties’ interest shall be protected in accordance with a standard loss payable clause. In the event of any loss or damage to any Collateral, Debtor will give Secured Parties written notice thereof forthwith, promptly file proof of loss with the appropriate insurer and take all other steps necessary or appropriate to collect such insurance. If the Secured Parties so elect, the Secured Parties shall have full authority to collect all such insurance and to apply any amount collected to amounts owed hereunder, whether or not matured. The Secured Parties shall have no liability for any loss which may occur by reason of the omission or the lack of coverage of any such insurance. (c) Debtor shall at all times maintain Collateral which is tangible property in good condition and repair, defend at Debtor’s 's expense all Collateral from all adverse claims and shall not use any of the Collateral for any illegal purpose. (d) . Debtor shall (i) keep such books and records pertaining to the Collateral and to Debtor’s 's business operations as shall be reasonably satisfactory to Secured Parties; (ii) permit representatives of Secured Parties to inspect the Collateral and inspect and make abstracts from Debtor’s 's books and records during regular business hours upon at least three days’ ' notice. If an event of default (as defined in the DebenturesNotes) has occurred and is continuing, the Secured Parties are hereby authorized to request confirmation of such information or additional information of any kind whatsoever directly from any third party having dealings with Debtor. (e) . During the continuance of an event of default under the Debentures Notes subject to the rights of the holders of the Permitted Liens, Debtor shall give such notice in writing (including but not limited to notice of assignment or notice to pay the Secured Parties directly) as the Secured Parties may require at any time to any or all account debtors, with respect to accounts which are Collateral, and, if the Secured Parties shall so request, deliver to the Secured Parties copies of any and all such notices. (f) . Upon Secured Parties’ ' reasonable request and subject to the rights of the holders of the Permitted Liens, Debtor shall promptly transmit to Secured Parties all information that it may have or receive with respect to Collateral or with respect to any account debtor which might in any way affect the value of the Collateral or Secured Parties’ ' rights or remedies with respect thereto. (g) . Debtor shall not otherwise consume, assign or transfer any Collateral except: (i) pursuant to this Agreement or the Transaction Documents, (ii) in favor of any holder of the Permitted Liens, including the Senior Lender (or any replacement lender), or (iii) as the Secured Parties may consent in writing. Subject to the rights of the Senior Lender, the provision of this Security Agreement granting a security interest in proceeds shall not be construed to mean that Secured Parties consents to any sale or disposition of any Collateral. (h) . Debtor shall pay when due all taxes, assessments, and any other governmental levy which is, or may be, levied against any Collateral, and shall otherwise maintain the Collateral free of all liens, charges, and encumbrances (except liens in existence on the date hereof and liens created hereby and Permitted Liens (as defined in the Securities Note Purchase Agreement). (i) . Debtor shall not store any Collateral with any warehouseman other than in the ordinary course of business without Secured Parties’ ' consent. (j) . During the continuance of an event of default under the Debentures Notes and subject to the rights of the holders of the Permitted Liens, Debtor shall promptly, unless the Secured Parties shall waive such requirement in writing, deliver to the Secured Parties all certificates of title, if any (or any other documents evidencing title), to all Collateral with such proper notations, assignments or endorsements as may be necessary or appropriate to create, preserve or perfect the Secured Parties’ ' security interest in the Collateral. (k) . Debtor shall, at its cost and expense, execute, deliver, file or record (in such manner and form as the Secured Parties may reasonably require) any assignment, financing statement or other paper that may be necessary or desirable, or that that Secured Parties may reasonably request, in order to create, preserve or perfect any security interest granted hereby or to enable the Secured Parties to exercise and enforce their rights hereunder or under any Collateral. The Secured Parties are further granted the power, coupled with an interest, to sign on behalf of behalfof Debtor as attorney-in-fact (if signature is required) and to file one or more financing statements under the Uniform Commercial Code naming Debtor as debtor and the Secured Parties as secured parties and describing the Collateral herein specified. Debtor shall take any action reasonably requested by the Secured Parties necessary for the Secured Parties to obtain control of Collateral consisting of deposit accounts, investment property, letter of credit rights, electronic chattel paper and similar property. (l) . Subject to the rights of the holders of the Permitted Liens, the Secured Parties are hereby granted a non-exclusive, world-wide and royalty-free license to use or otherwise exploit all trademarks, trade secrets, franchises, copyrights and patents of the Debtor that the Secured Parties reasonably deems necessary or appropriate for the disposition of any Collateral.

Representations and Agreements. Debtor represents and warrants to Secured PartiesParty, and agrees thatagrees: (a) a. Each Debtor is authorized to grant a corporation security interest in the Collateral, free and clear of all liens and encumbrances, except the security interest created hereby and except the prior liens referenced in Section 4 of this Security Agreement. b. Each Debtor’s principal place of business is the address shown herein, and Debtor shall promptly give Secured Party written notice of any change thereof. c. Each Debtor is duly organized and currently existing under Delaware law organized, existing, and is qualified and in good standing in any state where Debtor conducts all states in which it is doing business. The , and the execution, delivery and performance of this Security Agreement by each Debtor are within each such Debtor’s 's powers, have been duly authorized, and are not in contravention of law or the terms of each such Debtor’s Certificate of Incorporation's charter, Bylawsbylaws if any, or any indenture, agreement or undertaking to which each such Debtor is a party, or by which it is bound. Each Debtor will not change its name, state of formation or type of entity identity unless written notice is given in advance to Secured Parties at least 30 days in advance. Notwithstanding the foregoing, the Secured Parties acknowledge that the Debtor intends to change its name promptly following the issuance of the Debentures and hereby consents to and waives any right to notice hereunder with respect to such name changeParty. (b) Within thirty (30) days of the date hereof, d. Debtor shall obtain maintain insurance upon the Collateral which is tangible property against all customarily insured risks for the full insurable value thereof (and furnish Secured Parties with duplicate policies if Secured Parties so requests)thereof, loss to be payable to Debtor and Secured Parties Party as their respective interests may appear. The Secured Parties’ interest Debtor shall be protected in accordance with a standard loss payable clause. In the event bear all risk of any loss or destruction of, or damage to any Collateral, Debtor will give Secured Parties written notice thereof forthwith, promptly file proof of loss with the appropriate insurer and take all other steps necessary or appropriate to collect such insurance. If the Secured Parties so electto, the Secured Parties shall have full authority to collect all such insurance and to apply Purchased Assets from any amount collected to amounts owed hereunder, whether or not matured. The Secured Parties shall have no liability for any loss which may occur by reason of the omission or the lack of coverage of any such insurance. (c) Debtor shall cause whatsoever at all times maintain Collateral which is tangible property in good condition and repair, defend at Debtor’s expense subsequent to the execution of this Agreement. Copies of all Collateral from all adverse claims and shall not use any of policies insuring the Collateral for any illegal purposePurchased Assets will be provided to Secured Party upon request. (d) Debtor shall (i) keep such books and records pertaining to the Collateral and to Debtor’s business operations as shall be reasonably satisfactory to Secured Parties; (ii) permit representatives of Secured Parties to inspect the Collateral and inspect and make abstracts from Debtor’s books and records during regular business hours upon at least three days’ notice. If an event of default (as defined in the Debentures) has occurred and is continuing, the Secured Parties are hereby authorized to request confirmation of such information or additional information of any kind whatsoever directly from any third party having dealings with Debtor. (e) During the continuance of an event of default under the Debentures subject to the rights of the holders of the Permitted Liens, Debtor shall give such notice in writing (including but not limited to notice of assignment or notice to pay the Secured Parties directly) as the Secured Parties may require at any time to any or all account debtors, with respect to accounts which are Collateral, and, if the Secured Parties shall so request, deliver to the Secured Parties copies of any and all such notices. (f) Upon Secured Parties’ reasonable request and subject to the rights of the holders of the Permitted Liens, e. Debtor shall promptly transmit to Secured Parties Party all information that it may have or receive with respect to Collateral or with respect to any account debtor which might in any way affect the value of the Collateral or Secured Parties’ Party's rights or remedies with respect thereto. (g) Debtor shall not otherwise consume, assign or transfer any Collateral except: (i) pursuant to this Agreement or the Transaction Documents, (ii) in favor of any holder of the Permitted Liens, including the Senior Lender (or any replacement lender), or (iii) as the Secured Parties may consent in writing. Subject to the rights of the Senior Lender, the provision of this Security Agreement granting a security interest in proceeds shall not be construed to mean that Secured Parties consents to any sale or disposition of any Collateral. (h) Debtor shall pay when due all taxes, assessments, and any other governmental levy which is, or may be, levied against any Collateral, and shall otherwise maintain the Collateral free of all liens, charges, and encumbrances (except liens in existence on the date hereof and liens created hereby and Permitted Liens (as defined in the Securities Purchase Agreement). (i) Debtor shall not store any Collateral with any warehouseman other than in the ordinary course of business without Secured Parties’ consent. (j) During the continuance of an event of default under the Debentures and subject to the rights of the holders of the Permitted Liens, Debtor shall promptly, unless the Secured Parties shall waive such requirement in writing, deliver to the Secured Parties all certificates of title, if any (or any other documents evidencing title), to all Collateral with such proper notations, assignments or endorsements as may be necessary or appropriate to create, preserve or perfect the Secured Parties’ security interest in the Collateral. (k) Debtor shall, at its cost and expense, execute, deliver, file or record (in such manner and form as the Secured Parties may reasonably require) any assignment, financing statement or other paper that may be necessary or desirable, or that that Secured Parties may reasonably request, in order to create, preserve or perfect any security interest granted hereby or to enable the Secured Parties to exercise and enforce their rights hereunder or under any Collateral. The Secured Parties are further granted the power, coupled with an interest, to sign on behalf of Debtor as attorney-in-fact (if signature is required) and to file one or more financing statements under the Uniform Commercial Code naming Debtor as debtor and the Secured Parties as secured parties and describing the Collateral herein specified. Debtor shall take any action reasonably requested by the Secured Parties necessary for the Secured Parties to obtain control of Collateral consisting of deposit accounts, investment property, letter of credit rights, electronic chattel paper and similar property. (l) Subject to the rights of the holders of the Permitted Liens, the Secured Parties are hereby granted a non-exclusive, world-wide and royalty-free license to use or otherwise exploit all trademarks, trade secrets, franchises, copyrights and patents of the Debtor that the Secured Parties reasonably deems necessary or appropriate for the disposition of any Collateral.

Representations and Agreements. Debtor represents and warrants to Secured Parties, and agrees that: (a) a. If a corporation or other business entity, Debtor is a corporation duly organized and currently existing under Delaware law organized, existing, and is qualified and in good standing in any state where Debtor conducts all states in which it is doing business. The , and the execution, delivery and performance of this Security Agreement are within Debtor’s 's powers, have been duly authorized, and are not in contravention of law or the terms of Debtor’s Certificate of Incorporation's charter, Bylawsbylaws if any, or any indenture, agreement or undertaking to which Debtor is a party, or by which it is bound, except for the OSM Loan Documents. If an individual, Debtor is of legal age. Debtor will not change his, her or its name, state of formation or type of entity identity unless written notice is given in advance to Secured Parties at least 30 days in advance. Notwithstanding the foregoing, the Secured Parties acknowledge that the Debtor intends to change its name promptly following the issuance of the Debentures and hereby consents to and waives any right to notice hereunder with respect to such name changeParties. (b) Within thirty (30) days b. Debtor, at its sole cost and expense, shall maintain the insurance required under the OSM Loan Documents, listing Secured Parties, subject to the rights of OSM under the date hereofOSM Loan Documents, Debtor shall obtain insurance upon as additional insureds. If the Collateral which is tangible property against all customarily insured risks for the full insurable value thereof (and furnish Secured Parties with duplicate policies if Secured Parties so requests), loss to be payable to Debtor and Secured Parties as their respective interests may appear. The Secured Parties’ interest shall be protected in accordance with a standard loss payable clause. In the event of any loss damaged or damage to any Collateraldestroyed by fire or other casualty, Debtor will promptly after the occurrence of such damage or destruction, give Secured Parties written notice thereof forthwith, promptly file proof of loss with to the appropriate insurer and take all other steps necessary or appropriate to collect such insurance. If the Secured Parties so elect, the Secured Parties shall have full authority to collect all such insurance carrier and to apply Secured Parties. All sums paid under any amount insurance policy required by this Security Agreement shall, at Secured Parties' election, be paid (subject to OSM's rights thereto under the OSM Loan Documents) to Secured Parties, which amounts collected shall be applied to amounts owed hereunder, whether or not matured. The Secured Parties shall have no liability for any loss which may occur by reason of the omission or the lack of coverage of any such insurance. (c) c. Debtor shall at all times maintain Collateral which is tangible property in good the same or better condition and repairas it existed as of the date of this Security Agreement, defend at Debtor’s 's expense all Collateral from all adverse claims and shall not use any of the Collateral for any illegal purpose. (d) d. Debtor shall (i) keep such books and records pertaining to the Collateral and to Debtor’s 's business operations as shall be reasonably satisfactory to Secured Parties; (ii) permit representatives of Secured Parties at any time to inspect the Collateral and inspect and make abstracts from Debtor’s 's books and records during regular business hours upon at least three days’ notice. If an event of default records; and (as defined in the Debenturesiii) has occurred and is continuing, the furnish to Secured Parties are hereby authorized to request confirmation of such information or additional information of any kind whatsoever directly and reports regarding the Collateral and Debtor's business operations and its financial status, as Secured Parties may from any third party having dealings with Debtortime to time reasonably require. SECURED PARTIES ARE HEREBY AUTHORIZED TO REQUEST CONFIRMATION OF SUCH INFORMATION OR ADDITIONAL INFORMATION OF ANY KIND WHATSOEVER DIRECTLY FROM ANY THIRD PARTY HAVING DEALINGS WITH DEBTOR. SECURED PARTIES ARE FURTHER IRREVOCABLY AUTHORIZED TO ENTER DEBTOR'S PREMISES TO INSPECT THE COLLATERAL. (e) e. During the continuance continuation of an event of default under the Debentures subject to the rights of the holders of the Permitted Liensthis Security Agreement, Debtor shall give such notice in writing (including but not limited to notice of assignment or notice to pay the Secured Parties directly) as the Secured Parties may require at any time to any or all account debtors, with respect to accounts which are Collateral, and, if the Secured Parties shall so request, deliver to the Secured Parties copies of any and all such notices. (f) Upon Secured Parties’ reasonable request and subject to the rights of the holders of the Permitted Liens, f. Debtor shall promptly transmit to Secured Parties all information that it may have or receive with respect to Collateral or with respect to any account debtor which might in any way affect the value of the Collateral or Secured Parties’ ' rights or remedies with respect thereto. (g) g. Unless in default under this Security Agreement, Debtor may sell inventory in the ordinary course of business and consume any raw materials or supplies, the use and consumption of which are necessary to carry on Debtor's business. Debtor shall not otherwise consume, assign or transfer any Collateral except: (i) pursuant to this Agreement or the Transaction Documents, (ii) in favor without prior written consent of any holder of the Permitted Liens, including the Senior Lender (or any replacement lender), or (iii) as the Secured Parties may consent in writingParties. Subject to the rights of the Senior Lender, the The provision of this Security Agreement granting a security interest in proceeds shall not be construed to mean that Secured Parties consents consent to any sale or disposition of any Collateral. (h) h. Debtor shall pay when due all taxes, assessments, and any other governmental levy which is, or may be, levied against any CollateralCollateral (except for taxes that are being contested in good faith or are in an amount less than $25,000 in the aggregate), and shall otherwise maintain the Collateral free of all liens, charges, and encumbrances (except liens in existence on set forth herein and the date hereof and liens security interest created hereby and any Permitted Liens (as defined in Liens). “Permitted Liens” shall mean the Securities Purchase Agreement). following: (i) the security interest granted to OSM-REO FF, LLC by Debtor shall not store any Collateral with any warehouseman pursuant to the terms of the OSM Loan Documents; (ii) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than thirty (30) days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued; (iii) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business without Secured Parties’ consent. or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued; (jiv) During liens resulting from good faith deposits to secure payments of workmen's compensation unemployment insurance, or other social security programs or to secure the continuance performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts; (v) any attachment or judgment lien not constituting an event of default under this Security Agreement or liens arising from filing UCC financing statements regarding leases not prohibited by this Security Agreement; (vi) Permitted Exceptions (as defined in the Debentures and subject Asset Purchase Agreement); or (vii) liens or security interests arising from loans made to Debtor, but only if the rights lender of the holders of the Permitted Liens, Debtor any such loan shall promptly, unless the have entered into a subordination agreement with Secured Parties shall waive such requirement in writing, deliver a form satisfactory to the Secured Parties all certificates of title, if any (or any other documents evidencing title), before such loans are made to all Collateral with such proper notations, assignments or endorsements as may be necessary or appropriate to create, preserve or perfect the Secured Parties’ security interest in the CollateralDebtor. (k) Debtor shall, at its cost and expense, execute, deliver, file or record (in such manner and form as the Secured Parties may reasonably require) any assignment, financing statement or other paper that may be necessary or desirable, or that that Secured Parties may reasonably request, in order to create, preserve or perfect any security interest granted hereby or to enable the Secured Parties to exercise and enforce their rights hereunder or under any Collateral. The Secured Parties are further granted the power, coupled with an interest, to sign on behalf of Debtor as attorney-in-fact (if signature is required) and to file one or more financing statements under the Uniform Commercial Code naming Debtor as debtor and the Secured Parties as secured parties and describing the Collateral herein specified. Debtor shall take any action reasonably requested by the Secured Parties necessary for the Secured Parties to obtain control of Collateral consisting of deposit accounts, investment property, letter of credit rights, electronic chattel paper and similar property. (l) Subject to the rights of the holders of the Permitted Liens, the Secured Parties are hereby granted a non-exclusive, world-wide and royalty-free license to use or otherwise exploit all trademarks, trade secrets, franchises, copyrights and patents of the Debtor that the Secured Parties reasonably deems necessary or appropriate for the disposition of any Collateral.

Representations and Agreements. Debtor represents and warrants to Secured PartiesParty, and agrees that: (a) a. If a corporation or other business entity, Debtor is a corporation duly organized and currently existing under Delaware law organized, existing, and is qualified and in good standing in any state where Debtor conducts all states in which it is doing business. The , and the execution, delivery and performance of this Security Agreement are within Debtor’s 's powers, . have been duly authorized, and are not in contravention of law or the terms of Debtor’s Certificate of Incorporation's charter, Bylawsbylaws, if any, or any indenture, agreement agreement, or undertaking to which Debtor is a party, or by which it is bound. If an individual, Debtor is of legal age. Debtor will not change his, her or its name, state of formation or type of entity identity unless written notice is given in advance to Secured Parties at least 30 days in advance. Notwithstanding the foregoing, the Secured Parties acknowledge that the Debtor intends to change its name promptly following the issuance of the Debentures and hereby consents to and waives any right to notice hereunder with respect to such name changeParty. (b) Within thirty (30) days of the date hereof, b. Debtor shall obtain maintain insurance upon the Collateral which is tangible property against all customarily insured risks for the full insurable value thereof (and furnish Secured Parties Party with duplicate policies if Secured Parties Party so requests), loss to be payable to Debtor and Secured Parties Party as their respective interests may appear. The Secured Parties’ interest shall be protected in accordance with a standard loss payable clause. In the event of any loss or damage to any Collateral, Debtor will give Secured Parties Party written notice thereof forthwith, promptly file proof of loss with the appropriate insurer and take all other steps necessary or appropriate to collect such insurance. If the Secured Parties Party so electelects, the Secured Parties Party shall have full authority to collect all such insurance and to apply any amount collected to amounts owed hereunder, whether or not matured. The Secured Parties Party shall have no liability for any loss which may occur by reason of the omission or the lack of coverage of any such insurance. (c) c. Debtor shall at all times maintain Collateral which is tangible property in good condition and repair, defend at Debtor’s 's expense all Collateral from rom all adverse claims and shall not use any of the Collateral for any illegal purpose. (d) d. Debtor shall (i) keep such books and records pertaining to the Collateral and to Debtor’s 's business operations as shall be reasonably satisfactory to Secured PartiesParty; (ii) permit representatives of Secured Parties Party at any time to inspect the Collateral and inspect and make abstracts from Debtor’s 's books and records during regular business hours upon at least three days’ notice. If an event of default and (as defined in the Debenturesiii) has occurred and is continuing, the furnish to Secured Parties are hereby authorized to request confirmation of Party such information or additional information of any kind whatsoever directly and reports regarding the Collateral and Debtor's business operations and its financial status, as Secured Party may from any third party having dealings with Debtortime to time reasonably require. SECURED PARTY IS HEREBY AUTHORIZED TO REQUEST CONFIRMATION OF SUCH INFORMATION OR ADDITIONAL INFORMATION OF ANY KIND WHATSOEVER DIRECTLY FROM ANY THIRD PARTY HAVING DEALINGS WITH DEBTOR. SECURED PARTY IS FURTHER IRREVOCABLY AUTHORIZED TO ENTER DEBTOR'S PREMISES TO INSPECT THE COLLATERAL. (e) During the continuance of an event of default under the Debentures subject to the rights of the holders of the Permitted Liens, e. Debtor shall give such notice in writing (including but not limited to notice of assignment or notice to pay the Secured Parties Party directly) as the Secured Parties Party may require at any time to any or all account debtors, with respect to accounts which are Collateral, and, if the Secured Parties Party shall so request, deliver to the Secured Parties Party copies of any and all such notices. (f) Upon Secured Parties’ reasonable request and subject to the rights of the holders of the Permitted Liens, f. Debtor shall promptly transmit to Secured Parties Party all information that it may have or receive with respect to Collateral or with respect to any account debtor which might in any way affect the value of the Collateral or Secured Parties’ Party's rights or remedies with respect thereto. (g) g. Unless in default under this Security Agreement, Debtor may sell inventory in the ordinary course of business and consume any raw materials or supplies, the use and consumption of which are necessary to carry on Debtor's business. Debtor shall not otherwise consume, assign or transfer any Collateral except: (i) pursuant to this Agreement or the Transaction Documents, (ii) in favor without prior written consent of any holder of the Permitted Liens, including the Senior Lender (or any replacement lender), or (iii) as the Secured Parties may consent in writingParty. Subject to the rights of the Senior Lender, the The provision of this Security Agreement granting a security interest in proceeds shall not be construed to mean that Secured Parties Party consents to any sale or disposition of any Collateral. (h) h. Debtor shall pay when due all taxes, assessments, and any other governmental levy which is, or may be, levied against any Collateral, and shall otherwise maintain the Collateral free tree of all liens, charges, and encumbrances (except liens in existence on set forth herein and the date hereof and liens security interest created hereby and Permitted Liens (as defined in the Securities Purchase Agreementhereby). (i) i. Debtor shall not store any Collateral with any warehouseman other than in the ordinary course of business without Secured Parties’ Party's consent. (j) During the continuance of an event of default under the Debentures and subject to the rights of the holders of the Permitted Liens, j. Debtor shall promptly, unless the Secured Parties Party shall waive such requirement in writing, deliver to the Secured Parties Party all certificates of title, if any any, (or any other documents evidencing title), ) to all Collateral with such proper notations, assignments or endorsements as may be necessary or appropriate to create, preserve or perfect the Secured Parties’ Party's security interest in the Collateral. (k) k. Debtor shall, at its cost and expense, execute, deliver, file or record (in such manner and form as the Secured Parties Party may reasonably require) any assignment, financing statement or other paper that may be necessary or desirable, or that that Secured Parties Party may reasonably request, in order to create, preserve or perfect any security interest granted hereby or to enable the Secured Parties Party to exercise and enforce their its rights hereunder or under any Collateral. The Secured Parties are Party is further granted the power, coupled with an interest, to sign on behalf of Debtor Xxxxxx as attorney-in-fact (if signature is required) and to file one or more financing statements under the Uniform Commercial Code naming Debtor as debtor and the Secured Parties Party as secured parties party and describing the Collateral herein specified. Debtor shall take any action reasonably requested by the Secured Parties necessary for the Secured Parties to obtain control of Collateral consisting of deposit accounts, investment property, letter of credit rights, electronic chattel paper and similar property. (l) Subject to the rights of the holders of the Permitted Liens, the Secured Parties are hereby granted a non-exclusive, world-wide and royalty-free license to use or otherwise exploit all trademarks, trade secrets, franchises, copyrights and patents of the Debtor that the Secured Parties reasonably deems necessary or appropriate for the disposition of any Collateral.