Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING THE COLLATERAL Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING THE COLLATERAL. The Debtor represents, warrants and covenants, that: 5.1 The Collateral shall be kept at the address specified above or specified on Schedule I attached hereto. If any of the Collateral is located on property which is not owned by the Debtor, the Debtor will, on demand of the Secured Party, obtain landlord's waivers of liens in forms satisfactory to the Secured Party as to each such location. The Debtor will not permit any of the Collateral to be moved without the prior written consent of the Secured Party, other than Collateral which may be sold as permitted under Section 4 hereof. 5.2 If any of the Equipment is attached to real property, the legal description for said real property is attached hereto as Exhibit A and the Debtor will, on demand of the Secured Party, furnish the Secured Party with a disclaimer or disclaimers, signed by all persons having an interest in said real estate at the time of such attachment, of any interest in the Equipment. The Debtor is the record owner of the real property where the Equipment is kept or, if the Debtor is not the record owner, the name or names of the record owner or owners is shown on Exhibit A hereto. 5.3 The Debtor will at all times keep the Collateral insured against loss, damage, theft, and such other risks as the Secured Party may require in such amounts (in any event, not less than the full insurable value thereof), with such insurance companies, under such policies, in such form and for such periods as shall be satisfactory to the Secured Party, and each such policy shall provide that loss thereunder and proceeds payable thereunder shall be payable to the Secured Party under a standard mortgagee endorsement, if available, or, if not available, as an additional loss payee (and the Secured Party may apply any proceeds of such insurance which may be received by the Secured Party toward payment of the Obligations whether due or not due, in such order of application as the Secured Party may determine). Each such policy shall provide for ten (10) days written minimum cancellation notice to the Secured Party. Each such policy shall, if the Secured Party so requests, be deposited with the Secured Party and the Secured Party may act as attorney for the Debtor in obtaining, adjusting, settling, and canceling such insurance and endorsing any drafts. Such policies shall provide that no act or default of the Debtor shall affect the right of the Secured Party to recover. 5.4 The Debtor will at all times keep the Collateral in good order and repair and will not waste or destroy the Collateral or any part thereof. 5.5 The Debtor warrants that no financing statement covering any Collateral or any proceeds thereof is on file in any public office, other than financing statements naming the Secured Party and financing statements filed with respect to Permitted Encumbrances. The Debtor will promptly forward, if requested by the Secured Party, xxxx its records evidencing its Accounts and Chattel Paper in a manner satisfactory to the Secured Party so as to show the same having been assigned to the Secured Party. The Debtor authorizes the Secured Party to file financing statements with respect to the Collateral signed only by the Secured Party. The Debtor will join with the Secured Party in executing financing statements, notices, affidavits or similar instruments in forms satisfactory to the Secured Party and such other documents as the Secured Party may from time to time request, and will pay the cost of filing the same in any public office deemed advisable by the Secured Party. The Debtor will do such other acts and things, all as the Secured Party may request, to maintain a valid perfected security interest in the Collateral (free of all other liens and claims whatsoever other than Permitted Encumbrances) to secure the payment of the Obligations secured hereby. The Secured Party is hereby appointed the Debtor's attorney-in-fact to do all acts and things which the Secured Part may deem necessary to perfect and to continue to the perfection of the security interest created hereby and to protect the Collateral, only in the Event of Default as defined in Section 7 hereof. 5.6 The Debtor will not use the Collateral or permit the same to be used in violation of any statute or ordinance. The Secured Party may examine and inspect the Collateral at any time, wherever located. The Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use or operation or upon this Security Agreement or other writing evidencing the Obligations, or any of them. 5.7 The Debtor keeps the bulk of its Inventory at the address specified at the beginning of this Security Agreement and/or at the address or addresses specified on Schedule I hereto. The chief executive office where Debtor keeps its records concerning its Receivables is at the address specified at the beginning of this Security Agreement unless a different address is specified on Schedule I hereto. The Debtor shall give the Secured Party written notice of each additional location at which Inventory will be kept and of any change in the chief executive office of the Debtor at which records of the Debtor pertaining to Receivables are kept at least thirty (30) days prior to the location of Inventory at such address or the change of the chief executive office.

REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING THE COLLATERAL. The Debtor Borrower represents, warrants and covenants, that: 5.1 The Collateral shall be kept at the address specified above or specified on Schedule I attached hereto. If any of the Collateral is located on property which is not owned by the Debtor, the Debtor will, on demand of the Secured Party, obtain landlord's waivers of liens in forms satisfactory covenants to the Secured Party as to each such locationfollows: 5.1. The Debtor will not permit any of the Collateral to be moved without the prior written consent of the Secured Party, other than Collateral which may be sold as permitted under Section 4 hereof. 5.2 If any of the Equipment is attached to real property, the legal description for said real property is attached hereto as Exhibit A and the Debtor will, on demand of the Secured Party, furnish the Secured Party with a disclaimer or disclaimers, signed by all persons having an interest in said real estate at the time of such attachment, of any interest in the Equipment. The Debtor is the record owner of the real property where the Equipment is kept or, if the Debtor is not the record owner, the name or names of the record owner or owners is shown on Exhibit A hereto. 5.3 The Debtor will Borrower shall at all times keep the Collateral insured against loss, damage, theft, and such other risks as the Secured Party may require reasonably require, in such amounts (in any event, not less than the full insurable value thereof), with such insurance companies, under such policies, in such form and for such periods as shall be satisfactory reasonably acceptable to the Secured Party, and each such policy shall provide that loss thereunder and proceeds payable thereunder shall be payable to the Secured Party under a standard mortgagee endorsement, if available, or, if not available, as an additional loss payee (and the Secured Party may apply any proceeds of such insurance which may be received by the Secured Party toward payment of the Obligations Obligations, whether due or not due, in such order of application as the Secured Party may determine). Each such policy shall provide for minimum ten (10) days written minimum cancellation notice to the Secured Party. Each such policy shall, if the Secured Party so requests, be deposited with the Secured Party and the Secured Party may act as attorney for the Debtor in obtaining, adjusting, settling, and canceling such insurance and endorsing any draftsParty. Such policies shall provide that no act or default of the Debtor Borrower shall affect the right of the Secured Party to recoverrecover thereunder. 5.4 5.2. The Debtor will Borrower shall at all times keep the Collateral in good order and repair and will shall not waste or destroy the Collateral or any part thereof. 5.5 5.3. The Debtor Borrower warrants that no financing statement covering any Collateral or any proceeds thereof is on file in any public office, other than financing statements naming the Secured Party and financing statements filed with respect to Permitted Encumbrances. The Debtor will promptly forwardBorrower shall promptly, if requested by the Secured Party, xxxx its mark xxx records evidencing its Accounts accounts and Chattel Paper chattel paper in a manner satisfactory to the Secured Party so as to show the same having been assigned to the Secured Party. The Debtor Borrower authorizes the Secured Party to file financing statements with respect to the Collateral signed only by the Secured PartyParty when permitted by the Code. The Debtor will Borrower shall join with the Secured Party in executing financing statements, notices, affidavits or similar instruments in forms satisfactory to the Secured Party and such other documents as the Secured Party may from time to time reasonably request, and will shall pay the cost of filing the same in any public office deemed advisable required by the Secured Partylaw. The Debtor will Borrower shall do such other acts and things, all as the Secured Party may request, to maintain a valid perfected security interest in the Collateral (free of all other liens and claims whatsoever other than Permitted Encumbrances) to secure the payment of the Obligations secured hereby. The Secured Party is hereby appointed the Debtor's attorney-in-fact to do all acts and things which the Secured Part may deem necessary to perfect and to continue to the perfection of the security interest created hereby and to protect the Collateral, only in the Event of Default as defined in Section 7 hereof. 5.6 The Debtor will not use the Collateral or permit the same to be used in violation of any statute or ordinance. The Secured Party may examine and inspect the Collateral at any time, wherever located. The Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use or operation or upon this Security Agreement or other writing evidencing the Obligations, or any of them. 5.7 The Debtor keeps the bulk of its Inventory at the address specified at the beginning of this Security Agreement and/or at the address or addresses specified on Schedule I hereto. The chief executive office where Debtor keeps its records concerning its Receivables is at the address specified at the beginning of this Security Agreement unless a different address is specified on Schedule I hereto. The Debtor shall give the Secured Party written notice of each additional location at which Inventory will be kept and of any change in the chief executive office of the Debtor at which records of the Debtor pertaining to Receivables are kept at least thirty (30) days prior to the location of Inventory at such address or the change of the chief executive office.Party

REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING THE COLLATERAL. The Debtor represents, warrants and covenants, covenants that: 5.1 4.1. The Collateral shall be kept at the address specified above or specified on Schedule I attached hereto. If any of the Collateral is located on property which is not owned by the Debtor, the Debtor will, on demand of the Secured Party, obtain landlord's waivers of liens in forms satisfactory to the Secured Party as to each such locationabove. The Debtor will not permit any of the Collateral to be moved without the prior written consent of the Secured Party, other than Collateral which that may be sold as permitted under Section 4 3 hereof. 5.2 If any of the Equipment is attached to real property, the legal description for said real property is attached hereto as Exhibit A and the Debtor will, on demand of the Secured Party, furnish the Secured Party with a disclaimer or disclaimers, signed by all persons having an interest in said real estate at the time of such attachment, of any interest in the Equipment4.2. The Debtor is the record owner of the real property where the Equipment is kept or, if the Debtor is not the record owner, the name or names of the record owner or owners is shown on Exhibit A hereto. 5.3 The Debtor will at all times keep the Collateral insured against loss, damage, theft, and such other risks as the Secured Party may require in such amounts (in any event, not less than the full insurable value thereof), with such insurance companies, and companies and under such policies, policies and in such form form, and for such periods periods, as shall be satisfactory to the Secured Party, and each such policy shall provide that loss thereunder and proceeds payable thereunder shall be payable to the Secured Party under a standard mortgagee endorsement, if available, or, if not available, as an additional loss payee its interest may appear (and the Secured Party may apply any proceeds of such insurance which may be received by the Secured Party toward payment of the Obligations Obligations, whether due or not due, in such order of application as the Secured Party may determine). Each ) and each such policy shall provide for ten fifteen (1015) days days' written minimum cancellation notice to the Secured Party. Each ; and each such policy shall, if the Secured Party so requests, be deposited with the Secured Party Party; and the Secured Party may act as attorney for the Debtor in obtaining, adjusting, settling, and canceling cancelling such insurance and endorsing any drafts. Such policies shall provide that no act or default of the Debtor shall affect the right of the Secured Party to recover. 5.4 4.3. The Debtor will at all times keep the Collateral in good order and repair and will not waste or destroy the Collateral or any part thereof. 5.5 4.4. The Debtor warrants that no financing statement covering any Collateral or any proceeds thereof is on file in any public office, other than financing statements naming the Secured Party and financing statements filed with respect to Permitted Encumbrances. The Debtor will promptly forward, if requested by the Secured Party, xxxx its records evidencing its Accounts and Chattel Paper in a manner satisfactory to the Secured Party so as to show the same having been assigned to the Secured Party. The Debtor authorizes the Secured Party to file financing statements with respect to the Collateral signed only by the Secured Party. The Debtor will join with the Secured Party in executing financing statements, notices, affidavits or similar instruments in forms satisfactory to the Secured Party and such other documents as the Secured Party may from time to time request, and will pay the cost of filing the same in any public office deemed advisable by the Secured Party. The Debtor will do such other acts and things, all as the Secured Party may request, to maintain a valid valid, first perfected security interest in the Collateral (free of all other liens and claims whatsoever other than Permitted Encumbrances) to secure the payment of the Obligations secured hereby. The Secured Party is hereby appointed the Debtor's attorney-in-fact to do all acts and things which that the Secured Part Party may deem necessary to perfect and to continue to the perfection of the security interest created hereby and to protect the Collateral, only in the Event of Default as defined in Section 7 hereof. 5.6 4.5. The Debtor will not use the Collateral or permit the same to be used in violation of any statute or ordinance. The Secured Party may examine and inspect the Collateral at any time, wherever located. The Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use or operation or upon this Security Agreement or other writing evidencing the Obligations, or any of them. 5.7 The Debtor keeps the bulk of its Inventory at the address specified at the beginning of this Security Agreement and/or at the address or addresses specified on Schedule I hereto. The chief executive office where Debtor keeps its records concerning its Receivables is at the address specified at the beginning of this Security Agreement unless a different address is specified on Schedule I hereto. The Debtor shall give the Secured Party written notice of each additional location at which Inventory will be kept and of any change in the chief executive office of the Debtor at which records of the Debtor pertaining to Receivables are kept at least thirty (30) days prior to the location of Inventory at such address or the change of the chief executive office.

REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING THE COLLATERAL. The Debtor represents, warrants and covenants, covenants that: 5.1 4.1. The Collateral shall be kept at the address specified above or specified on Schedule I attached hereto. If any of the Collateral is located on property which is not owned by the Debtor, the Debtor will, on demand of the Secured Party, obtain landlord's waivers of liens in forms satisfactory to the Secured Party as to each such locationabove. The Debtor will not permit any of the Collateral to be moved without the prior written consent of the Secured Party, other than Collateral which that may be sold as permitted under Section 4 3 hereof. 5.2 If any of the Equipment is attached to real property, the legal description for said real property is attached hereto as Exhibit A and the Debtor will, on demand of the Secured Party, furnish the Secured Party with a disclaimer or disclaimers, signed by all persons having an interest in said real estate at the time of such attachment, of any interest in the Equipment4.2. The Debtor is the record owner of the real property where the Equipment is kept or, if the Debtor is not the record owner, the name or names of the record owner or owners is shown on Exhibit A hereto. 5.3 The Debtor will at all times keep the Collateral insured against loss, damage, theft, and such other risks as the Secured Party may require in such amounts (in any event, not less than the full insurable value thereof), with such insurance companies, and companies and under such policies, policies and in such form form, and for such periods periods, as shall be satisfactory to the Secured Party, and each such policy shall provide that loss thereunder and proceeds payable thereunder shall be payable to the Secured Party under a standard mortgagee endorsement, if available, or, if not available, as an additional loss payee its interest may appear (and the Secured Party may apply any proceeds of such insurance which may be received by the Secured Party toward payment of the Obligations Obligations, whether due or not due, in such order of application as the Secured Party may determine). Each ) and each such policy shall provide for ten fifteen (1015) days written minimum cancellation notice to the Secured Party. Each ; and each such policy shall, if the Secured Party so requests, be deposited with the Secured Party Party; and the Secured Party may act as attorney for the Debtor in obtaining, adjusting, settling, and canceling cancelling such insurance and endorsing any drafts. Such policies shall provide that no act or default of the Debtor shall affect the right of the Secured Party to recover. 5.4 4.3. The Debtor will at all times keep the Collateral in good order and repair and will not waste or destroy the Collateral or any part thereof. 5.5 4.4. The Debtor warrants that no financing statement covering any Collateral or any proceeds thereof is on file in any public office, other than financing statements naming the Secured Party and financing statements filed with respect to Permitted Encumbrances. The Debtor will promptly forward, if requested by the Secured Party, xxxx its records evidencing its Accounts and Chattel Paper in a manner satisfactory to the Secured Party so as to show the same having been assigned to the Secured Party. The Debtor authorizes the Secured Party to file financing statements with respect to the Collateral signed only by the Secured Party. The Debtor will join with the Secured Party in executing financing statements, notices, affidavits or similar instruments in forms satisfactory to the Secured Party and such other documents as the Secured Party may from time to time request, and will pay the cost of filing the same in any public office deemed advisable by the Secured Party. The Debtor will do such other acts and things, all as the Secured Party may request, to maintain a valid valid, first perfected security interest in the Collateral (free of all other liens and claims whatsoever other than Permitted Encumbrances) to secure the payment of the Obligations secured hereby. The Secured Party is hereby appointed the Debtor's attorney-in-fact to do all acts and things which that the Secured Part Party may deem necessary to perfect and to continue to the perfection of the security interest created hereby and to protect the Collateral, only in the Event of Default as defined in Section 7 hereof. 5.6 4.5. The Debtor will not use the Collateral or permit the same to be used in violation of any statute or ordinance. The Secured Party may examine and inspect the Collateral at any time, wherever located. The Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use or operation or upon this Security Agreement or other writing evidencing the Obligations, or any of the them. 5.7 The Debtor keeps the bulk of its Inventory at the address specified at the beginning of this Security Agreement and/or at the address or addresses specified on Schedule I hereto. The chief executive office where Debtor keeps its records concerning its Receivables is at the address specified at the beginning of this Security Agreement unless a different address is specified on Schedule I hereto. The Debtor shall give the Secured Party written notice of each additional location at which Inventory will be kept and of any change in the chief executive office of the Debtor at which records of the Debtor pertaining to Receivables are kept at least thirty (30) days prior to the location of Inventory at such address or the change of the chief executive office.

REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING THE COLLATERAL. The Debtor represents, warrants and covenants, covenants that: 5.1 4.1 The Collateral shall be kept at the address specified above or specified on Schedule I 1 attached hereto. If any of the Collateral is located on property which is not owned by the Debtor, the Debtor will, on demand of the Secured Party, obtain landlord's waivers of liens in forms satisfactory to the Secured Party as to each such location. The Debtor will not permit any of the Collateral to be moved without the prior written consent of the Secured Party, other than in the ordinary course of business within the State of Florida, or Collateral which may be sold as permitted under Section 4 3 hereof. 5.2 If any of the Equipment is attached to real property, the legal description for said real property is attached hereto as Exhibit A and the Debtor will, on demand of the Secured Party, furnish the Secured Party with a disclaimer or disclaimers, signed by all persons having an interest in said real estate at the time of such attachment, of any interest in the Equipment. The Debtor is the record owner of the real property where the Equipment is kept or, if the Debtor is not the record owner, the name or names of the record owner or owners is shown on Exhibit A hereto. 5.3 4.2 The Debtor will at all times keep the Collateral insured against loss, damage, theft, theft and such other risks as the Secured Party may require in such amounts (in any event, not less than the full insurable value thereof), with such insurance companies, under such policies, in such form and for such periods as shall be reasonably satisfactory to the Secured Party, and each such policy shall provide that loss thereunder and proceeds payable thereunder shall be payable to the Secured Party under a standard mortgagee endorsement, if available, or, if not available, as an additional loss payee (and the Secured Party may apply any proceeds of such insurance which may be received by the Secured Party toward payment of the Obligations whether due or not due, in such order of application as the Secured Party may determine). Each such policy shall provide for ten thirty (1030) days written minimum cancellation notice to the Secured Party. Each such policy shall, if the Secured Party so requests, be deposited with the Secured Party and the Secured Party may act as attorney for the Debtor in obtaining, adjusting, settling, and canceling cancelling such insurance and endorsing any drafts. Such policies shall provide that no act or default of the Debtor shall affect the right of the Secured Party to recover. 5.4 4.3 The Debtor will will, at all times times, keep the Collateral in good order and repair (ordinary wear and tear casualty excepted)and will not waste or destroy the Collateral or any part thereof. 5.5 4.4 The Debtor warrants that no financing statement covering any Collateral or any proceeds thereof is on file in any public office, other than financing statements naming the Secured Party and financing statements filed with respect to Permitted Encumbrances. The Debtor will promptly forwardpromptly, if requested by the Secured Party, xxxx mark its records evidencing its Accounts Xxxounts and Chattel Paper in a manner satisfactory to the Secured Party so as to show the same having been assigned to the Secured Party. The Debtor authorizes the Secured Party to file financing statements with respect to the Collateral signed only by the Secured Party. The Debtor will join with the Secured Party in executing financing statements, notices, affidavits affidavits, or similar instruments in forms satisfactory to the Secured Party and such other documents as the Secured Party may from time to time request, and will pay the cost of filing the same in any public office deemed advisable by the Secured Party. The Debtor will do such other acts and things, all as the Secured Party may request, to maintain a valid valid, first perfected security interest in the Collateral (free of all other liens and claims whatsoever other than Permitted Encumbrances) to secure the payment of the Obligations secured hereby. The Secured Party is hereby appointed the Debtor's attorney-in-fact to do all acts and things which the Secured Part Party may deem necessary to perfect and to continue to the perfection of the security interest created hereby and to protect the Collateral, only in the Event of Default as defined in Section 7 hereof. 5.6 4.5 The Debtor will not use the Collateral or permit the same to be used in violation of any statute or ordinance. The Secured Party may examine and inspect the Collateral at any time, wherever located. The Debtor will pay pay, promptly when due due, all taxes and assessments upon the Collateral or for its use or operation or upon this Security Agreement or other writing evidencing the Obligations, or any of them, except as permitted under Section 5.5 of the Credit Agreement. 5.7 4.6 The Debtor keeps the bulk of its Inventory at the address specified at the beginning of this Security Agreement and/or at the address or addresses specified on Schedule I 1 hereto. The chief executive office where Debtor keeps its records concerning its Receivables is at the address specified at the beginning of this Security Agreement unless a different address is as specified on Schedule I 1 hereto. The Debtor shall give the Secured Party written notice of each additional location at which Inventory will be kept and of any change in the chief executive office of the Debtor at which records of the Debtor pertaining to Receivables are kept at least thirty (30) days prior to the location of Inventory at such address or the change of the chief executive office.