Common use of Representations, Warranties and Covenants Concerning Collateral Clause in Contracts

Representations, Warranties and Covenants Concerning Collateral. Client represents, warrants, and covenants concerning the Collateral as follows: a. All Purchased Accounts are Acceptable Accounts. b. Client is the sole owner of the Collateral. c. The Inventory and Accounts are not subject to, and will be kept free and clear of, any security interest, lien, assignment, or other encumbrance of any nature whatsoever except for current taxes and assessments which are not delinquent, the security interests created by this Agreement, and assignments and security interests created and disclosed in writing to Summit prior to execution of this Agreement. d. Summit is authorized to file UCC Financing Statements concerning the Collateral. Client agrees to execute any notices of assignment and other documents reasonably requested by Summit for perfection or enforcement of the rights and interests of Summit, and to give good faith, diligent cooperation to Summit, and to perform such other acts reasonably requested by Summit for perfection and enforcement of the rights and interests of Summit. Summit is authorized to file, record, or otherwise utilize such documents as it deems necessary to perfect and/or enforce any security interest or lien granted hereunder. e. The place of business of Client, or, if Client has more than one place of business, the location of its chief executive office, is located in the State of California. During the five years preceding the date of this Agreement, this location has not been located outside the State of California. This location will not be moved from the State of California without at least Thirty (30) days prior written notice to Summit. f. The Collateral and all records of Client pertaining to the Collateral are located in the State of California. During the five years preceding the date of this Agreement, the Collateral and all records of Client pertaining to the Collateral have not been located outside the State of California. g. Client shall keep the Equipment, if any, in good repair and be responsible for any loss or damage to the Equipment. Client shall pay when due all taxes, license fees and other charges on the Equipment. Client shall not sell, misuse, conceal, or in any way dispose of the Equipment or permit it to be used unlawfully or for hire or contrary to the provisions of any insurance coverage. Risk of loss of the Equipment shall be on Client at all times unless Summit takes possession of the Equipment. Loss of or damage to the Equipment or any part thereof shall not release Client from any of the obligations secured by the Equipment. Irvine Sensors Corporation h. Client agrees to insure the Equipment and Inventory, at Client’s expense, against loss, damage, theft, and such other risks as Summit may request to the full insurable value thereof with insurance companies and policies satisfactory to Summit. Summit shall be named as an additional insured and loss payee under such policies. All such policies shall provide for a minimum Ten (10) days written cancellation notice to Summit. Upon request, policies or certificates attesting to such coverage shall be delivered to Summit. Insurance proceeds may be applied by Summit toward payment of any obligation secured by this Agreement, whether or not due, in such order of application as Summit may elect. i. So long as no Event of Default has occurred, Client shall have the right to sell or otherwise dispose of the Inventory in the ordinary course of business. No other disposition of the Inventory may be made without the prior written consent of Summit.

Representations, Warranties and Covenants Concerning Collateral. Client represents, warrants, and covenants concerning the Collateral as follows: a. All Purchased Accounts are Acceptable Accounts. b. Client is the sole owner of the Collateral. c. The Inventory and Accounts are not subject to, and will be kept free and clear of, any security interest, lien, assignment, or other encumbrance of any nature whatsoever except for current taxes and assessments which are not delinquent, the security interests created by this Agreement, the security interests created by the Loan and Security Agreement, the security interests granted in favor of Benefactor Funding Corp. that shall be terminated by Client prior to or immediately in connection with Summit making the first Advance under this Agreement, and assignments and security interests created and disclosed in writing to Summit prior to execution of this Agreement. d. Summit is authorized to file UCC Financing Statements concerning the Collateral. Client agrees to execute any notices of assignment and other documents reasonably requested by Summit for perfection or enforcement of the rights and interests of Summit, and to give good faith, diligent cooperation to Summit, and to perform such other acts reasonably requested by Summit for perfection and enforcement of the rights and interests of Summit. Summit is authorized to file, record, or otherwise utilize such documents as it deems necessary to perfect and/or enforce any security interest or lien granted hereunder. e. The place of business of Client, or, if Client has more than one place of business, the location of its chief executive office, is located in the State of CaliforniaColorado. During the five Five (5) years preceding the date of this Agreement, this location has not been located outside the State of CaliforniaColorado. This location will not be moved from the State of California Colorado without at least Thirty (30) days prior written notice to Summit. f. The Collateral and all records of Client pertaining to the Collateral are located in the State of CaliforniaColorado and the United Kingdom. During the five Five (5) years preceding the date of this Agreement, the Collateral and all records of Client pertaining to the Collateral have not been located outside the State of CaliforniaColorado and the United Kingdom. g. Client shall keep the Equipment, if any, in good repair and be responsible for any loss or damage to the Equipment. Client shall pay when due all taxes, license fees and other charges on the Equipment. Client shall not sell, misuse, conceal, or in any way dispose of the Equipment or permit it to be used unlawfully or for hire or contrary to the provisions of any insurance coverage. Risk of loss of the Equipment shall be on Client at all times unless Summit takes possession of the Equipment. Loss of or damage to the Equipment or any part thereof shall not release Client from any of the obligations secured by the Equipment. Irvine Sensors Corporation. h. Client agrees to (i) insure the Equipment and Inventory, at Client’s expense, against loss, damage, theft, and such other risks as Summit may request to the full insurable value thereof and (ii) maintain general business liability insurance and product liability insurance, at Client’s expense, to such extent and against such hazards and liabilities as are commonly maintained by companies engaged in the same or a similar business and similarly situated as Client with insurance companies and policies reasonably satisfactory to Summit. Summit shall be named as an additional insured and loss payee under such policies. All such policies shall provide for a minimum Ten (10) days written cancellation notice to Summit. Upon request, policies or certificates attesting to such coverage shall be delivered to Summit. Insurance proceeds may be applied by Summit toward payment of any obligation secured by this Agreement, whether or not due, in such order of application as Summit may elect. i. So long as no Event of Default has occurred, Client shall have the right to sell or otherwise dispose of the Inventory in the ordinary course of business. No other disposition of the Inventory may be made without the prior written consent of Summit.

Representations, Warranties and Covenants Concerning Collateral. Client represents, warrants, and covenants concerning the Collateral as follows: a. All Purchased Accounts are Acceptable Accounts. b. Client is the sole owner of the Collateral. c. The Inventory and Accounts are not subject to, and will be kept free and clear of, of any security interest, lien, assignment, or other encumbrance of any nature whatsoever except for current taxes and assessments which are not delinquent, the security interests created by this Agreement, and assignments and security interests created and disclosed in writing to Summit prior to execution of this Agreement. d. Summit is authorized to file UCC Financing Statements concerning the Collateral. Client agrees to execute any notices of assignment and other documents reasonably requested by Summit for perfection or enforcement of the rights and interests of Summit, and to give good faith, diligent cooperation to Summit, and to perform such other acts reasonably requested by Summit for perfection and enforcement of the rights and interests of Summit. Summit is authorized to file, record, or otherwise utilize such documents as it deems necessary to perfect and/or enforce any security interest or lien granted hereunder. e. The place of business of Client, or, if Client has more than one place of business, the location of its chief executive office, is located in the State state of CaliforniaColorado. During the five years preceding the date of this AgreementEffective Date, this location has not been located outside the State of CaliforniaColorado. This location will not be moved from the State of California Colorado without at least Thirty (30) days prior written notice to Summit. f. The Collateral and all records of Client pertaining to the Collateral are located in the State of CaliforniaColorado. During the five years preceding the date of this AgreementEffective Date, the Collateral and all records of Client pertaining to the Collateral have not been located outside the State of CaliforniaColorado. g. Client shall keep the Equipment, if any, in good repair and be responsible for any loss or damage to the Equipment. Client shall pay when due all taxes, license fees and other charges on the Equipment. Client shall not sell, misuse, conceal, or in any way dispose of the Equipment or permit it to be used unlawfully or for hire or contrary to the provisions of any insurance coverage. Risk of loss of the Equipment shall be on Client at all times unless Summit takes possession of the Equipment. Loss of or damage to the Equipment or any part thereof shall not release Client from any of the obligations secured by the Equipment. Irvine Sensors Corporation h. Client agrees to insure the Equipment and Inventory, at Client’s expense, against loss, damage, theft, and such other risks as Summit may request to the full insurable value thereof with insurance companies and policies satisfactory to Summit. Summit shall be named as an additional insured and loss payee under such policies. All such policies shall provide for a minimum Ten (10) ten days written cancellation notice to Summit. Upon request, policies or certificates attesting to such coverage shall be delivered to Summit. Insurance proceeds may be applied by Summit toward payment of any obligation secured by this Agreement, whether or not due, in such order of application as Summit may elect. i. h. So long as no Event of Default has occurred, Client shall have the right to sell or otherwise dispose of the Inventory in the ordinary course of business. No other disposition of the Inventory may be made without the prior written consent of Summit.

Representations, Warranties and Covenants Concerning Collateral. Client represents, warrants, and covenants concerning the Collateral as follows: a. All Purchased Accounts are Acceptable Accounts. b. Client is the sole owner of the Collateral. c. The Inventory and Accounts are not subject to, and will be kept free and clear of, of any security interest, lien, assignment, or other encumbrance of any nature whatsoever except for current taxes and assessments which are not delinquent, the security interests created by this Agreement, and assignments and security interests created and disclosed in writing to Summit prior to execution of this Agreement. d. Summit is authorized to file UCC Financing Statements concerning the Collateral. Client agrees to execute any notices of assignment and other documents reasonably requested by Summit for perfection or enforcement of the rights and interests of Summit, and to give good faith, diligent cooperation to Summit, and to perform such other acts reasonably requested by Summit for perfection and enforcement of the rights and interests of Summit. Summit is authorized to file, record, or otherwise utilize such documents as it deems necessary to perfect and/or enforce any security interest or lien granted hereunder. e. The place of business of Client, or, if Client has more than one place of business, the location of its chief executive office, is located in the State state of CaliforniaColorado. During the five years preceding the date of this Agreement, this location has not been located outside the State of CaliforniaColorado. This location will not be moved from the State of California Colorado without at least Thirty (30) days prior written notice to Summit. f. The Collateral and all records of Client pertaining to the Collateral are located in the State of CaliforniaColorado. During the five years preceding the date of this Agreement, the Collateral and all records of Client pertaining to the Collateral have not been located outside the State of CaliforniaColorado. g. Client shall keep the Equipment, if any, in good repair and be responsible for any loss or damage to the Equipment. Client shall pay when due all taxes, license fees and other charges on the Equipment. Client shall not sell, misuse, conceal, or in any way dispose of the Equipment or permit it to be used unlawfully or for hire or contrary to the provisions of any insurance coverage. Risk of loss of the Equipment shall be on Client at all times unless Summit takes possession of the Equipment. Loss of or damage to the Equipment or any part thereof shall not release Client from any of the obligations secured by the Equipment. Irvine Sensors Corporation h. Client agrees to insure the Equipment and Inventory, at Client’s 's expense, against loss, damage, theft, and such other risks as Summit may request to the full insurable value thereof with insurance companies and policies satisfactory to Summit. Summit shall be named as an additional insured and loss payee under such policies. All such policies shall provide for a minimum Ten (10) ten days written cancellation notice to Summit. Upon request, policies or certificates attesting to such coverage shall be delivered to Summit. Insurance proceeds may be applied by Summit toward payment of any obligation secured by this Agreement, whether or not due, in such order of application as Summit may elect. i. h. So long as no Event of Default has occurred, Client shall have the right to sell or otherwise dispose of the Inventory in the ordinary course of business. No other disposition of the Inventory may be made without the prior written consent of Summit.