Common use of S REPRESENTATIONS AND WARRANTIES Clause in Contracts

S REPRESENTATIONS AND WARRANTIES. The Debtor hereby represents and warrants to each Secured Party on the date hereof that: (a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms; (b) no event has occurred or circumstance exists which constitutes or with the giving of notice or lapse of time or both would constitute an Event of Default; (c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement; (d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid; (e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties; (f) the Debtor has the necessary power to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are in full force and effect; (h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do not: (i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect; (ii) violate any provision of the memorandum and articles of association of the Debtor; (iii) violate any provision of any statute, regulation, order, injunction or judgment applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or (iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect. (i) there are no actions, suits, litigation, administrative proceedings or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pending, or to the Knowledge of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that: (a) contemporaneously with the execution and delivery of this Agreement and otherwise from time to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, or to its order for the rateable benefit of the Secured Parties: (i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with txx xonsideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any); (ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and (iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent or the name of its nominees; (b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the Securities; (c) any of the Collateral not held by the Security Agent (or its nominees) shall be held on trust for and to the Secured Parties' order or otherwise as the Required Holders may require from time to time; (d) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply as though they were proceeds of sale or application; provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities; (e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching to the Securities in such manner as the Required Holders may direct from time to time and, in the absence of such direction, only with the object of preserving or enhancing the value of the Securities; provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to exercise all voting, consensual and other powers and rights attaching to the Securities; (f) immediately upon receipt of any report, accounts, circular, offer or notice received by the Debtor (or, as the case may be, its nominee) in respect of, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement; (g) it will not unless authorised in writing by the Required Holders: (i) except as set out in this Agreement or the Note Purchase Agreement, to any extent sell, assign, grant any option with respect to or otherwise dispose of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or (ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral; (h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral; (i) it will do or cause to be done everything necessary to help the Security Agent to: (i) confirm or protect the interest of the Secured Parties in the Collateral; and (ii) exercise any of its or the Secured Parties' rights under this Agreement. (j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.

S REPRESENTATIONS AND WARRANTIES. The Debtor hereby Guarantor represents and warrants to each Secured Party on Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrowers request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell lease, assign, encumber, hypothecate transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date hereof that: (a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, most recent financial statements provided to Lender and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms; (b) no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or circumstance exists similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which constitutes might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the giving of notice or lapse of time or both would constitute an Event of Default; (c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement; (d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid; (e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties; (f) the Debtor has the necessary power to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are in full force and effect; (h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do notfollowing: (i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect; (ii) violate any provision of the memorandum and articles of association of the Debtor; (iii) violate any provision of any statute, regulation, order, injunction or judgment applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or (iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect. (i) there are no actions, suits, litigation, administrative proceedings or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pending, or to the Knowledge of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that: (a) contemporaneously with the execution and delivery of this Agreement and otherwise from time to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, or to its order for the rateable benefit of the Secured Parties: (i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with txx xonsideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any); (ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and (iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent or the name of its nominees; (b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the Securities; (c) any of the Collateral not held by the Security Agent (or its nominees) shall be held on trust for and to the Secured Parties' order or otherwise as the Required Holders may require from time to time; (d) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply as though they were proceeds of sale or application; provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities; (e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching to the Securities in such manner as the Required Holders may direct from time to time and, in the absence of such direction, only with the object of preserving or enhancing the value of the Securities; provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to exercise all voting, consensual and other powers and rights attaching to the Securities; (f) immediately upon receipt of any report, accounts, circular, offer or notice received by the Debtor (or, as the case may be, its nominee) in respect of, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement; (g) it will not unless authorised in writing by the Required Holders: (i) except as set out in this Agreement or the Note Purchase Agreement, to any extent sell, assign, grant any option with respect to or otherwise dispose of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or (ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral; (h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral; (i) it will do or cause to be done everything necessary to help the Security Agent to: (i) confirm or protect the interest of the Secured Parties in the Collateral; and (ii) exercise any of its or the Secured Parties' rights under this Agreement. (j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.

S REPRESENTATIONS AND WARRANTIES. The Debtor hereby iXL represents and warrants to each Secured Party on the date hereof ------------------------------------ Endeavor that: (a) With the exception of any Endeavor Content or Endeavor Marks included therein, any and all Custom Works delivered to Endeavor under this Agreement constitutes the legal, valid and binding obligations of the Debtor, any and constitutes all Physician Web Sites prepared under this Agreement will be prepared by iXL or its employees or agents on a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms"work for hire" basis; (b) no event With the exception of any Endeavor Content or Endeavor Marks included therein, all Deliverables delivered to Endeavor or to Physicians hereunder do not and will not infringe any patents, copyrights, trademarks, or other intellectual property rights, including trade secrets, privacy or similar rights of any person or entity, nor has occurred any claim of such infringement been threatened or circumstance exists which constitutes or with the giving of notice or lapse of time or both would constitute an Event of Defaultasserted against iXL; (c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title to the Collateral subject only to the rights granted in favour The Final Deliverable of the Secured Parties by Knowledge Management System will function, on the dates of delivery and acceptance and throughout the Term of this AgreementAgreement with properly configured Web Browsers described in the Statement of Work; (d) The Custom Works accepted by Endeavor will comply with the Securities constitute specifications in the entire issued capital "Scope of Work" section of the Company Statement of Work, the Phase I Document, and have been duly authorised and validly issued and are fully paidany Change Orders; (e) the Collateral is free from all Encumbrances and rights of set-off other than those created by services iXL performs under this Agreement will be performed in favour of the Secured Parties;a workmanlike manner in accordance with applicable industry standards for development and interactive services; and (f) iXL represents and warrants to Endeavor that the Debtor has design of the necessary power to execute, deliver and perform its obligations under this Agreement; Knowledge Management System and the executionWeb-MD Courses developed hereunder will allow processing of 4-digit years and that their design is and will be, delivery accordingly, Year 2000 compliant on the server and performance by with the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (g) all necessary authorisations applications being used when iXL delivers those Custom Works for acceptance hereunder. iXL does not make any representation or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created warranty hereunder have been obtained and are in full force and effect; (h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do not: concerning (i) require the extent to which data maintained by Endeavor or its agents and any consent Endeavor Content provided for input into, or approval of any Person that has not been obtained and each such consent display in connection with, the Custom Works includes 2-digit or approval that has been obtained is in full force and effect; 4-digit years, or (ii) violate any provision of whether the memorandum Knowledge Management System and articles of association of the Debtor; (iii) violate any provision of any statute, regulation, order, injunction or judgment applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or (iv) violate, result Web-MD Courses will operate in a breach manner that is Year 2000 compliant after any modifications are made to the Endeavor Content, to the type of or constitute a default under any mortgage, indenture or any other material agreement to equipment on which the Debtor is a party Knowledge Management System and the Web-MD Courses are hosted or by which it or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect. (i) there are no actions, suits, litigation, administrative proceedings or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pendingaccessed, or to the Knowledge of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that: (a) contemporaneously applications used in connection with the execution and delivery of this Agreement and otherwise from time to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, or to its order for the rateable benefit of the Secured Parties: (i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with txx xonsideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any); (ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and (iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent Knowledge Management System or the name of its nominees; (b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the Securities; (c) any of the Collateral not held by the Security Agent (or its nominees) shall be held on trust for and to the Secured Parties' order or otherwise as the Required Holders may require from time to time; (d) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply as though they were proceeds of sale or application; provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities; (e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching to the Securities in such manner as the Required Holders may direct from time to time and, in the absence of such direction, only with the object of preserving or enhancing the value of the Securities; provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to exercise all voting, consensual and other powers and rights attaching to the Securities; (f) immediately upon receipt of any report, accounts, circular, offer or notice received by the Debtor (or, as the case may be, its nominee) in respect of, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement; (g) it will not unless authorised in writing by the Required Holders: (i) except as set out in this Agreement or the Note Purchase Agreement, to any extent sell, assign, grant any option with respect to or otherwise dispose of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or (ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral; (h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral; (i) it will do or cause to be done everything necessary to help the Security Agent to: (i) confirm or protect the interest of the Secured Parties in the Collateral; and (ii) exercise any of its or the Secured Parties' rights under this AgreementXxxx-MD Courses. (j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.

S REPRESENTATIONS AND WARRANTIES. The Debtor hereby Guarantor represents and warrants to each Secured Party on Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date hereof that: (a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, most recent financial statements provided to Lender and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms; (b) no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or circumstance exists similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which constitutes might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of Its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the giving of notice or lapse of time or both would constitute an Event of Default; (c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title following: All financial reports required to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement; (d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid; (e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties; (f) the Debtor has the necessary power to execute, deliver and perform its obligations be provided under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are in full force and effect; (h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do not: (i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect; (ii) violate any provision of the memorandum and articles of association of the Debtor; (iii) violate any provision of any statute, regulation, order, injunction or judgment applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or (iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect. (i) there are no actions, suits, litigation, administrative proceedings or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pending, or to the Knowledge of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that: (a) contemporaneously with the execution and delivery of this Agreement and otherwise from time to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, or to its order for the rateable benefit of the Secured Parties: (i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with txx xonsideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any); (ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and (iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent or the name of its nominees; (b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the Securities; (c) any of the Collateral not held by the Security Agent (or its nominees) Guaranty shall be held prepared in accordance with GAAP, applied on trust for and to the Secured Parties' order or otherwise as the Required Holders may require from time to time; (d) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaiveda consistent basis, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply certified by Guarantor as though they were proceeds of sale or application; provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities; (e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching to the Securities in such manner as the Required Holders may direct from time to time and, in the absence of such direction, only with the object of preserving or enhancing the value of the Securities; provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to exercise all voting, consensual and other powers and rights attaching to the Securities; (f) immediately upon receipt of any report, accounts, circular, offer or notice received by the Debtor (or, as the case may be, its nominee) in respect of, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement; (g) it will not unless authorised in writing by the Required Holders: (i) except as set out in this Agreement or the Note Purchase Agreement, to any extent sell, assign, grant any option with respect to or otherwise dispose of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or (ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral; (h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral; (i) it will do or cause to be done everything necessary to help the Security Agent to: (i) confirm or protect the interest of the Secured Parties in the Collateral; and (ii) exercise any of its or the Secured Parties' rights under this Agreementbeing true end correct. (j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.

S REPRESENTATIONS AND WARRANTIES. The Debtor hereby represents and warrants to each Secured Party on the date hereof that: (a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms; (b) no event has occurred or circumstance exists which constitutes or with the giving of notice or lapse of time or both would constitute an Event of Default; (c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement; (d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid; (e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties; (f) the Debtor has the necessary power to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are are, in full force and effect; (h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do not: (i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect; (ii) violate any provision of the memorandum and articles of association of the Debtor; (iii) violate any provision of any statute, regulation, order, injunction or judgment judgement applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or (iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a Material Adverse Effect. (i) there are no actions, suits, litigation, administrative proceedings or other proceedings at law or in equity or by or before any governmental authority or arbitral tribunal now pending, or to the Knowledge of the Debtor, threatened against or affecting the Collateral which could reasonably be expected to have a Material Adverse Effect. 5 DEBTOR'S COVENANTS The Debtor covenants and undertakes to the Secured Parties that: (a) contemporaneously with the execution and delivery of this Agreement and otherwise from time to time and if and when the Required Holders shall require, it shall deliver to the Security Agent, or to its order for the rateable benefit of the Secured Parties: (i) certificates of title in respect of the Securities, together with undated and signed duly completed stock transfer forms with txx xonsideration the consideration left blank and all related declarations of nomineeship/trust in favour of the Secured Parties (if any); (ii) such other documents as the Required Holders shall acting reasonably require to protect, maintain or enforce their security interest or security interests granted hereby; and (iii) at any time following the occurrence of an Event of Default do all other acts and things as the Required Holders may acting reasonably require in order to transfer title of the Collateral or any part of it into the name of the Security Agent or the name of its nominees; (b) it will promptly pay all payments to be made or becoming due and discharge any lien which may arise on any of the Securities; (c) any of the Collateral not held by the Security Agent (or its nominees) shall be held on trust for and to the Secured Parties' order or otherwise as the Required Holders may require from time to time; (d) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived, and if and when the Required Holders shall require, distributions, dividends, interest or other income declared or payable on any of the Securities shall be paid or assigned to the Security Agent for the rateable benefit of the Secured Parties which it shall then be entitled to apply as though they were proceeds of sale or application; application provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to receive and retain all distributions, dividends, interest or other income declared or payable on any of the Securities; (e) at any time after the occurrence of an Event of Default which is thereafter continuing unremedied and unwaived the Security Agent will forthwith exercise all voting, consensual and other powers and rights attaching to the Securities in such manner as the Required Holders may direct from time to time and, in the absence of such direction, only with the object of preserving or enhancing the value of the Securities; Securities provided, however, until the occurrence of an Event of Default which is continuing, Debtor shall be entitled to exercise all voting, consensual and other powers and rights attaching to the Securities; (f) immediately upon receipt of any report, accounts, circular, offer or notice received by the Debtor (or, as the case may be, its nominee) in respect of, or which may affect, the Securities, it shall deliver a copy to the Security Agent with notice that it relates to this Agreement; (g) it will not unless authorised in writing by the Required Holders: (i) except as set out in this Agreement or the Note Purchase Agreement, Agreement to any extent sell, assign, grant any option with respect to or otherwise dispose of or create an Encumbrance over or agree to any extent to sell, assign, grant any option with respect to, dispose of or encumber the Collateral; or (ii) negotiate, settle or waive any claim for loss, damage or other compensation affecting the Collateral; (h) it will do everything in its power to prevent any person from becoming entitled to claim any right over the Collateral; (i) it will do or cause to be done everything necessary to help the Security Agent to: (i) confirm or protect the interest of the Secured Parties in the Collateral; and (ii) exercise any of its or the Secured PartiesParties ' rights under this Agreement. (j) it will charge in favour of the Secured Parties, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Company not otherwise hereby charged.