Common use of Warranties and Agreements Clause in Contracts

Warranties and Agreements. a. Borrowers are the absolute owners of the Collateral free from any encumbrances, liens, security interests, or equity interests, except for the security interest granted herein and except as disclosed by the Borrowers to the Lender in writing. b. If insurance coverage was required as a condition of loan approval, or at any time during the term of the Loan, Borrowers agree to apply for and maintain such required insurance coverage on all items of Collateral hereunder, until the Loan and all other Obligations have been paid in full. All such policies of insurance shall be issued in such amounts as are acceptable to Lender. Lender shall be named as an additional insured party and/or loss payee on such policy or policies. If any insurance loss is paid to Borrowers and Lender jointly, Borrowers hereby appoint Xxxxxx as their attorney to endorse Borrowers’ names thereon and to apply the proceeds as set forth below. Lender is authorized to apply the insurance proceeds or any part thereof, at the sole discretion of Lender, to the replanting of the Collateral damaged or destroyed, or to the reduction of the Loan and the other Obligations, in such order of application as Lender may determine. c. For each Borrower that is not an individual, the legal name of each such Borrower is as set forth herein or in an addendum hereto. None of the Borrowers have used any trade name, assumed name, or other name except those set forth herein or in an addendum hereto. Borrowers shall give Lender 30 days prior written notice before any such change. d. If any of the Borrowers is a Registered Organization, as that term is defined in the UCC, all information provided to the Lender concerning its state or other location of organization is true, accurate, and complete. No Borrower that is a Registered Organization shall change its state or other location of organization without providing 30 days prior written notice thereof to the Lender before making any such change. e. If any of the Borrowers is an individual or an entity that is not a Registered Organization, all information provided by the Borrowers to the Lender concerning the address of an individual Borrower’s residence or the address of the chief executive office of an entity that is not a Registered Organization is true, accurate, and complete. None of the individual Borrowers shall change that address of residence without providing 30 days prior written notice before such address change. None of the Borrowers that are entities that are not Registered Organizations shall change that address of the chief executive office without providing 30 days prior written notice before such address change. f. Each Borrower who is an individual shall give Lender written notice at least 30 days before any change in Borrower’s name, or a name change on Borrower’s driver’s license or other state-issued identification (“Driver’s License”), or expiration, renewal or replacement of Xxxxxxxx’s Driver’s License. Each Borrower gives Lender authority to periodically inspect their Driver’s License. g. Each of the Borrowers hereby appoints each of the other Borrowers as agent for the purposes of this Loan and, if applicable, the Obligations and agrees that loan funds may be disbursed to any one or more of them, as the Lender may elect. This appointment shall continue until written notice of termination is received by the Lender.

Warranties and Agreements. a. Borrowers 1.1 The Applicant warrants that all Products fully qualify and comply with Appendix A ‑ Program Eligibility Criteria. 1.2 The Applicant warrants that all information contained in the Application is true and correct. The Applicant undertakes to advise EM immediately should there be any change to information contained in the Application form during the Applicant’s participation in the Program. Changes to information contained in the Application may affect eligibility under the Program and Incentive amounts. 1.3 The Applicant warrants and agrees that: i) he/she has read Appendix A ‑ Program Eligibility Criteria for this Program and the Applicant and that the project fully qualifies to participate in the Program; ii) the Application and all matters and materials relating thereto (including, without limitation, all products, equipment and materials installed by the Applicant) fully qualify and comply with the Program Eligibility Criteria; and iii) he/she has the full authority to provide to EM the Application and all information and documents in relation to this Agreement and that all information and documents are and shall be correct, current, and complete. 1.4 The Applicant agrees to the absolute owners terms and conditions of this Agreement and shall comply with same, together with all Program requirements, unless specifically waived by EM in writing. If the Applicant fails to comply with this Agreement or any other requirement of EM made pursuant these terms and conditions, including without limitation if the Applicant ceases to be the Manitoba Hydro (“MH”) account holder for the building specified on the Application, then upon notice from EM, any Incentive then‑unpaid to the Applicant shall be cancelled and any Incentives paid to a Applicant who was in violation of this Agreement as at the payment date of the Collateral free from any encumbrancesIncentive shall immediately repay the Incentive to EM. 1.5 EM decisions relating to the Applicant, liensApplication, security intereststhe Product eligibility, energy savings of the Products, the amount of Incentives, or equity interests, except for the security interest granted herein and except as disclosed by the Borrowers other issues relating to the Lender Program will be final and binding on all parties and not subject to appeal. 1.6 The standard maximum eligible Incentive per upgrade is $100,000 unless otherwise agreed to by EM in writing. b. If insurance coverage was required as a condition of loan approval, 1.7 EM reserves the right to change or terminate the Program at any time during in its discretion without notice. In‑process applications may be subject to cancellation should the term of the Loan, Borrowers agree Program be terminated. Incentive amounts are subject to apply for change without notice and maintain such required insurance coverage on all items of Collateral hereunder, are not confirmed until the Loan time of issuance. 1.8 EM reserves the right to limit the number of Program participants in its discretion, including where an Applicant or Product would otherwise qualify under the Program. 1.9 This Application may be executed in any number of counterparts, including counterparts signed by fax, emailed scan‑copy or, by electronic signature when submitted through an EM Applicant user account. Where signed in counterparts, each of which shall be deemed an original and all other Obligations have of which together shall constitute one in the same instrument. A photocopied and/or fax copy of this Agreement bearing the signature of each party or an electronic copy of this Agreement having been paid in full. All such policies of insurance agreed to electronically through an EM Applicant user account and approved by EM shall be issued in such amounts as are acceptable to Lenderdeemed an original execution version of this Agreement. Lender Applicant is responsible for all activity through the EM Applicant user account. 1.10 This Agreement shall be named as an additional insured party and/or loss payee on such policy or policies. If any insurance loss is paid to Borrowers governed by and Lender jointly, Borrowers hereby appoint Xxxxxx as their attorney to endorse Borrowers’ names thereon and to apply construed in accordance with the proceeds as set forth below. Lender is authorized to apply the insurance proceeds or any part thereof, at the sole discretion laws of Lender, to the replanting of the Collateral damaged or destroyed, or to the reduction of the Loan Manitoba and the other Obligationsapplicable laws of Canada without regard to Manitoba or federal Canadian law governing conflicts of law, in such order of application as Lender may determine. c. For each Borrower that is not an individual, the legal name of each such Borrower is as set forth herein or in an addendum hereto. None of the Borrowers have used any trade name, assumed name, or other name except those set forth herein or in an addendum hereto. Borrowers shall give Lender 30 days prior written notice before any such change. d. If any of the Borrowers is a Registered Organization, as that term is defined in the UCC, all information provided to the Lender concerning its state or other location of organization is true, accurate, and complete. No Borrower that is a Registered Organization shall change its state or other location of organization without providing 30 days prior written notice thereof to the Lender before making any such change. e. If any of the Borrowers is an individual or an entity that is not a Registered Organization, all information provided by the Borrowers to the Lender concerning the address of an individual Borrower’s residence or the address of the chief executive office of an entity that is not a Registered Organization is true, accurate, and complete. None of the individual Borrowers shall change that address of residence without providing 30 days prior written notice before such address change. None of the Borrowers that are entities that are not Registered Organizations shall change that address of the chief executive office without providing 30 days prior written notice before such address change. f. Each Borrower who is an individual shall give Lender written notice at least 30 days before any change in Borrower’s name, or a name change on Borrower’s driver’s license or other state-issued identification (“Driver’s License”), or expiration, renewal or replacement of Xxxxxxxx’s Driver’s License. Each Borrower gives Lender authority to periodically inspect their Driver’s License. g. Each of the Borrowers hereby appoints each of the other Borrowers as agent for the purposes of this Loan and, even if applicable, the Obligations and agrees that loan funds may be disbursed to any one or more of themthe parties to this Agreement is resident of or domiciled in any other province or country. The parties hereby irrevocably attorn to the exclusive jurisdiction of the Court of Queen’s Bench of Manitoba, as the Lender may elect. This appointment shall continue until written notice of termination is received by the LenderWinnipeg Centre.

Warranties and Agreements. a. The Borrowers are the absolute owners of the Collateral free from any encumbrances, liens, security interests, or equity interests, except for the security interest granted herein and except as disclosed by the Borrowers to the Lender in writing. b. If insurance coverage was required as a condition of loan approval, or at any time during the term of the Loan, Borrowers agree to apply for and maintain such required insurance coverage on all items of Collateral hereunder, until the Loan and all other Obligations have been paid in full. All such policies of insurance shall be issued in such amounts as are acceptable to Lender. Lender shall be named as an additional insured party and/or loss payee on such policy or policies. If any insurance loss is paid to Borrowers and Lender jointly, Borrowers hereby appoint Xxxxxx as their attorney to endorse Borrowers’ names thereon and to apply the proceeds as set forth below. Lender is authorized to apply the insurance proceeds or any part thereof, at the sole discretion of Lender, to the replanting of or the Collateral damaged or destroyed, destroyed or to the reduction of the Loan and the other Obligations, in such order of application as Lender may determine. c. For each Borrower that is not an individual, the legal name of each such Borrower is as set forth herein or in an addendum hereto. None of the Borrowers have used any trade name, assumed name, or other name except those set forth herein or in an addendum hereto. The Borrowers shall give the Lender 30 days prior written notice before any such change. d. If any of the Borrowers is a Registered Organization, as that term is defined in the UCC, all information provided to the Lender concerning its state or other location of organization is true, accurate, and complete. No Borrower that is a Registered Organization shall change its state or other location of organization without providing 30 days prior written notice thereof to the Lender before making any such change. e. If any of the Borrowers is an individual or an entity that is not a Registered Organization, all information provided by the Borrowers to the Lender concerning the address of an individual Borrower’s residence or the address of the chief executive office of an entity that is not a Registered Organization is true, accurate, and complete. None of the individual Borrowers shall change that address of residence without providing 30 days prior written notice before such address change. None of the Borrowers that are entities that are not Registered Organizations shall change that address of the chief executive office without providing 30 days prior written notice before such address change. f. Each Borrower who is an individual shall give Lender written notice at least 30 days before any change in Borrower’s name, or a name change on Borrower’s driver’s license or other state-issued identification (“Driver’s License”), or expiration, renewal or replacement of Xxxxxxxx’s Driver’s License. Each Borrower gives Lender authority to periodically inspect their Driver’s License. g. Each of the Borrowers hereby appoints each of the other Borrowers as agent for the purposes of this Loan and, if applicable, the Obligations and agrees that loan funds may be disbursed to any one or more of them, as the Lender may elect. This appointment shall continue until written notice of termination is received by the Lender.

Warranties and Agreements. a. The Borrowers warrant and agree that: (a) The Borrowers are the absolute owners of the Collateral free from any encumbrances, liens, security interests, or equity interests, except for the security interest granted herein and except as disclosed by the Borrowers to the Lender in writing. b. If insurance coverage was required (b) The Borrowers shall: (1) care for the Collateral and not permit its value to be impaired; (2) keep the Collateral free from all encumbrances, liens, and security interests, other than those created or expressly permitted hereof; (3) defend the Collateral against all claims and legal proceedings by persons other than the Lender; (4) pay and discharge when due all taxes, license fees, levies, and other charges upon the Collateral; and (5) immediately inform the Lender in writing of any change in Borrowers’ address or the location of the Collateral. Loss of or damage to the Collateral shall not release the Borrowers from any of the Obligations. Upon demand, the Borrowers will provide additional collateral acceptable to the Lender. (c) At the Lender’s request, the Borrowers shall keep all Collateral and the Lender’s interest in it insured under policies naming the Lender as a condition loss payee, with provisions, coverages, amounts, and by insurers satisfactory to the Lender, and the Borrowers shall furnish Lender satisfactory evidence of loan approvalsuch insurance. (d) The Borrowers shall pay all expenses which are permitted to be recovered from the Borrowers by applicable law and, upon request, take any action reasonably deemed advisable by the Lender to preserve the Collateral or to establish, determine the priority of, perfect, continue, or at any time during enforce the term of Lender’s interest in the Loan, Borrowers agree to apply for and maintain such required insurance coverage on all items of Collateral hereunder, until the Loan and all other Obligations have been paid in full. All such policies of insurance shall be issued in such amounts as are acceptable to Lender. Lender shall be named as an additional insured party and/or loss payee on such policy or policies. If any insurance loss is paid to Borrowers and Lender jointly, Borrowers hereby appoint Xxxxxx as their attorney to endorse Borrowers’ names thereon and to apply the proceeds as set forth below. Collateral. (e) The Lender is authorized to apply examine the insurance proceeds or Collateral at reasonable times. (f) The Borrowers shall not dispose of any part thereof, at the sole discretion of Lender, to the replanting of the Collateral damaged or destroyed, or to without the reduction authorization of the Loan and the other Obligations, in such order of application as Lender may determine. c. For each Borrower that is not an individual, the legal name of each such Borrower is as set forth herein or in an addendum hereto. None of the Borrowers have used any trade name, assumed name, or other name except those set forth herein or in an addendum hereto. Borrowers shall give Lender 30 days prior written notice before any such change. d. If any of the Borrowers is a Registered Organization, as that term is defined in the UCC, all information provided to the Lender concerning its state or other location of organization is true, accurate, and complete. No Borrower that is a Registered Organization shall change its state or other location of organization without providing 30 days prior written notice thereof to the Lender before making any such change. e. If any of the Borrowers is an individual or an entity that is not a Registered Organization, all information provided by the Borrowers to the Lender concerning the address of an individual Borrower’s residence or the address of the chief executive office of an entity that is not a Registered Organization is true, accurate, and complete. None of the individual Borrowers shall change that address of residence without providing 30 days prior written notice before such address change. None of the Borrowers that are entities that are not Registered Organizations shall change that address of the chief executive office without providing 30 days prior written notice before such address change. f. Each Borrower who is an individual shall give Lender written notice at least 30 days before any change in Borrower’s name, or a name change on Borrower’s driver’s license or other state-issued identification (“Driver’s License”), or expiration, renewal or replacement of Xxxxxxxx’s Driver’s License. Each Borrower gives Lender authority to periodically inspect their Driver’s License. g. Each of the Borrowers hereby appoints each of the other Borrowers as agent for the purposes of this Loan and, if applicable, the Obligations and agrees that loan funds may be disbursed except as otherwise agreed to any one or more of them, as the Lender may elect. This appointment shall continue until written notice of termination is received in writing by the Lender, shall apply the proceeds of all dispositions of the Collateral to payment of this loan.

Warranties and Agreements. a. Borrowers The Debtor warrants and agrees that: (a) Collateral location and use. The Debtor's chief executive office and principal place of business, its financial books and records relating to the Collateral, and the Collateral, are located and/or based at the absolute owners address set forth at the foot of this Agreement. The Debtor will not change its chief executive office, the location of its books and records or the location of the Collateral (except to customers in the ordinary course of business or to other jurisdictions in which the Collateral Agent has a perfected security interest), or change its name, identity or structure in any manner which might make any financing statement filed in favor of the Collateral Agent misleading or otherwise ineffective, unless in each case the Debtor shall have given the Collateral Agent at least sixty (60) days' prior written notice thereof and shall have taken such action, at the Debtor's expense, reasonably satisfactory to the Collateral Agent, as may be necessary to maintain the security interest of the Collateral Agent in the Collateral at all times fully perfected and in full force and effect. The Collateral was and/or will be acquired by the Debtor solely for use in its business at said locations, and the Collateral is not and shall not be used for any other use. The Debtor will furnish information to the Collateral Agent regarding the location of Collateral not held at the Debtor's chief place of business. (b) Existing liens, security interests, and encumbrances. Except for the Senior Security Interests, the Debtor is, or on the effective date hereof shall be, the legal owner of all interests in the Collateral and shall keep the Collateral free from any encumbrances, and clear of liens, security interests, or equity interestsencumbrances ("Liens"), except for the and will not assign, sell, mortgage, lease, transfer, pledge, grant a security interest granted herein and except as disclosed by the Borrowers to the Lender in writing. b. If insurance coverage was required as a condition in, encumber or otherwise dispose of loan approval, or at any time during the term of the Loan, Borrowers agree to apply for and maintain such required insurance coverage on all items of Collateral hereunder, until the Loan and all other Obligations have been paid in full. All such policies of insurance shall be issued in such amounts as are acceptable to Lender. Lender shall be named as an additional insured party and/or loss payee on such policy or policies. If any insurance loss is paid to Borrowers and Lender jointly, Borrowers hereby appoint Xxxxxx as their attorney to endorse Borrowers’ names thereon and to apply the proceeds as set forth below. Lender is authorized to apply the insurance proceeds or abandon any part thereof, at the sole discretion of Lender, to the replanting or all of the Collateral damaged without the prior written consent of the Collateral Agent, except for: (i) Liens for taxes not yet due or destroyedwhich are being contested in good faith by appropriate proceedings and with respect to which adequate reserves in accordance with generally accepted accounting principles are being maintained; (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained; (iii) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the reduction performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (iv) easements, rights-of-way, restrictions and other similar charges or encumbrances not interfering with the ordinary conduct of the Loan business of the Debtor or any of its Subsidiaries; and (v) Liens in favor of the Collateral Agent. The Debtor will make due and timely payment of all obligations and indebtedness secured by each and every security interest set forth on Schedule A, and the other Obligations, in Debtor shall fully comply with all terms and provisions of all security instruments representing such order of application as Lender may determinesecurity interests. c. For each Borrower that is not an individual, the legal name of each such Borrower is as set forth herein or in an addendum hereto. None of the Borrowers have used any trade name, assumed name, or other name except those set forth herein or in an addendum hereto. Borrowers shall give Lender 30 days prior written notice before any such change. d. If any of the Borrowers is a Registered Organization, as that term is defined in the UCC, all information provided to the Lender concerning its state or other location of organization is true, accurate, and complete. No Borrower that is a Registered Organization shall change its state or other location of organization without providing 30 days prior written notice thereof to the Lender before making any such change. e. If any of the Borrowers is an individual or an entity that is not a Registered Organization, all information provided by the Borrowers to the Lender concerning the address of an individual Borrower’s residence or the address of the chief executive office of an entity that is not a Registered Organization is true, accurate, and complete. None of the individual Borrowers shall change that address of residence without providing 30 days prior written notice before such address change. None of the Borrowers that are entities that are not Registered Organizations shall change that address of the chief executive office without providing 30 days prior written notice before such address change. f. Each Borrower who is an individual shall give Lender written notice at least 30 days before any change in Borrower’s name, or a name change on Borrower’s driver’s license or other state-issued identification (“Driver’s License”), or expiration, renewal or replacement of Xxxxxxxx’s Driver’s License. Each Borrower gives Lender authority to periodically inspect their Driver’s License. g. Each of the Borrowers hereby appoints each of the other Borrowers as agent for the purposes of this Loan and, if applicable, the Obligations and agrees that loan funds may be disbursed to any one or more of them, as the Lender may elect. This appointment shall continue until written notice of termination is received by the Lender.

Warranties and Agreements. a. Borrowers are the absolute owners of the Collateral free from any encumbrances, liens, security interests, or equity interests, except for the security interest granted herein and except as disclosed by the Borrowers to the Lender in writing. b. If insurance coverage was required as a condition of loan approval, or at any time during the term of the Loan, Borrowers agree to apply for and maintain such required insurance coverage on all items of Collateral hereunder, until the Loan and all other Obligations have been paid pai d in full. All such policies of insurance shall be issued in such amounts as are acceptable to Lender. Lender shall be named as an additional insured party and/or loss payee on such policy or policies. If any insurance loss is paid to Borrowers and Lender jointly, Borrowers hereby appoint Xxxxxx as their attorney to endorse Borrowers’ names thereon and to apply the proceeds as set forth below. Lender is authorized to apply the insurance proceeds or any part thereof, at the sole discretion of Lender, to the replanting of or the Collateral damaged or destroyed, destroyed or to the reduction of the Loan and the other Obligations, in such order of application as Lender may determine. c. For each Borrower that is not an individual, the legal name of each such Borrower is as set forth herein or in an addendum hereto. None of the Borrowers have used any trade name, assumed name, or other name except those set forth herein or in an addendum hereto. Borrowers shall give Lender 30 days prior written notice before any such change. d. If any of the Borrowers is a Registered Organization, as that term is defined in the UCC, all information provided to the Lender concerning its state or other location of organization is true, accurate, and complete. No Borrower that is a Registered Organization shall change its state or other location of organization without providing 30 days prior written notice thereof to the Lender before making any such change. e. If any of the Borrowers is an individual or an entity that is not a Registered Organization, all information provided by the Borrowers to the Lender concerning the address of an individual Borrower’s residence or the address of the chief executive office of an entity that is not a Registered Organization is true, accurate, and complete. None of the individual Borrowers shall change that address of residence without providing 30 days prior written notice before such address change. None of the Borrowers that are entities that are not Registered Organizations shall change that address of the chief executive office without providing 30 days prior written notice before such address change. f. Each Borrower who is an individual shall give Lender written notice at least 30 days before any change in Borrower’s name, or a name change on Borrower’s driver’s license or other state-issued identification (“Driver’s License”), or expiration, renewal or replacement of Xxxxxxxx’s Driver’s License. Each Borrower gives Lender authority to periodically inspect their Driver’s License. g. Each of the Borrowers hereby appoints each of the other Borrowers as agent for the purposes of this Loan and, if applicable, the Obligations and agrees that loan funds may be disbursed to any one or more of them, as the Lender may elect. This appointment shall continue until written notice of termination is received by the Lender.

Warranties and Agreements. a. Borrowers are the absolute owners of the Collateral free from any encumbrances, liens, security interests, or equity interests, except for the security interest granted herein and except as disclosed by the Borrowers to the Lender in writing. b. If insurance coverage was required as a condition of loan approval, or at any time during the term of the Loan, Borrowers agree to apply for and maintain such required insurance coverage on all items of Collateral hereunder, until the Loan and all other Obligations have been paid in full. All such policies of insurance shall be issued in such amounts as are acceptable to Lender. Lender shall be named as an additional insured party and/or loss payee on such policy or policies. If any insurance loss is paid to Borrowers and Lender jointly, Borrowers hereby appoint Xxxxxx as their attorney to endorse Borrowers’ names thereon and to apply the proceeds as set forth below. Lender is authorized to apply the insurance proceeds or any part thereof, at the sole discretion of Lender, to the replanting of or the Collateral damaged or destroyed, destroyed or to the reduction of the Loan and the other Obligations, in such order of application as Lender may determine. c. For each Borrower that is not an individual, the legal name of each such Borrower is as set forth herein or in an addendum hereto. None of the Borrowers have used any trade name, assumed name, or other name except those set forth herein or in an addendum hereto. Borrowers shall give Lender 30 days prior written notice before any such change. d. If any of the Borrowers is a Registered Organization, as that term is defined in the UCC, all information provided to the Lender concerning its state or other location of organization is true, accurate, and complete. No Borrower that is a Registered Organization shall change its state or other location of organization without providing 30 days prior written notice thereof to the Lender before making any such change. e. If any of the Borrowers is an individual or an entity that is not a Registered Organization, all information provided by the Borrowers to the Lender concerning the address of an individual Borrower’s residence or the address of the chief executive office of an entity that is not a Registered Organization is true, accurate, and complete. None of the individual Borrowers shall change that address of residence without providing 30 days prior written notice before such address change. None of the Borrowers that are entities that are not Registered Organizations shall change that address of the chief executive office without providing 30 days prior written notice before such address change. f. Each Borrower who is an individual shall give Lender written notice at least 30 days before any change in Borrower’s name, or a name change on Borrower’s driver’s license or other state-issued identification (“Driver’s License”), or expiration, renewal or replacement of Xxxxxxxx’s Driver’s License. Each Borrower gives Lender authority to periodically inspect their Driver’s License. g. Each of the Borrowers hereby appoints each of the other Borrowers as agent for the purposes of this Loan and, if applicable, the Obligations and agrees that loan funds may be disbursed to any one or more of them, as the Lender may elect. This appointment shall continue until written notice of termination is received by the Lender.

Warranties and Agreements. a. The Borrowers warrant and agree that: (a) The Borrowers are the absolute owners of the Collateral free from any encumbrances, liens, security interests, or equity interests, except for the security interest granted herein and except as disclosed by the Borrowers to the Lender in writing. b. If insurance coverage was required (b) The Borrowers shall: (1) care for the Collateral and not permit its value to be impaired; (2) keep the Collateral free from all encumbrances, liens, and security interests, other than those created or expressly permitted herein; (3) defend the Collateral against all claims and legal proceedings by persons other than the Lender; (4) pay and discharge when due all taxes, license fees, levies, and other charges upon the Collateral; and (5) immediately inform the Lender in writing of any change in Borrowers’ address or the location of the Collateral. Loss of or damage to the Collateral shall not release the Borrowers from any of the Obligations. Upon demand, the Borrowers will provide additional collateral acceptable to the Lender. (c) At the Lender’s request, the Borrower’s shall keep all Collateral and the Lender’s interest in it insured under policies naming the Lender as a condition loss payee, with provisions, coverages, amounts and by insurers satisfactory to the Lender, and the Borrowers shall furnish Lender satisfactory evidence of loan approvalsuch insurance. (d) The Borrowers shall pay all expenses which are permitted to be recovered from the Borrowers by applicable law and, upon request, take any action reasonably deemed advisable by the Lender to preserve the Collateral or to establish, determine the priority of, perfect, continue, or at any time during enforce the term of Lender’s interest in the Loan, Borrowers agree to apply for and maintain such required insurance coverage on all items of Collateral hereunder, until the Loan and all other Obligations have been paid in full. All such policies of insurance shall be issued in such amounts as are acceptable to Lender. Lender shall be named as an additional insured party and/or loss payee on such policy or policies. If any insurance loss is paid to Borrowers and Lender jointly, Borrowers hereby appoint Xxxxxx as their attorney to endorse Borrowers’ names thereon and to apply the proceeds as set forth below. Collateral. (e) The Lender is authorized to apply examine the insurance proceeds or Collateral at reasonable times. (f) The Borrowers shall not dispose of any part thereof, at the sole discretion of Lender, to the replanting of the Collateral damaged or destroyed, or to without the reduction authorization of the Loan and the other Obligations, in such order of application as Lender may determine. c. For each Borrower that is not an individual, the legal name of each such Borrower is as set forth herein or in an addendum hereto. None of the Borrowers have used any trade name, assumed name, or other name except those set forth herein or in an addendum hereto. Borrowers shall give Lender 30 days prior written notice before any such change. d. If any of the Borrowers is a Registered Organization, as that term is defined in the UCC, all information provided to the Lender concerning its state or other location of organization is true, accurate, and complete. No Borrower that is a Registered Organization shall change its state or other location of organization without providing 30 days prior written notice thereof to the Lender before making any such change. e. If any of the Borrowers is an individual or an entity that is not a Registered Organization, all information provided by the Borrowers to the Lender concerning the address of an individual Borrower’s residence or the address of the chief executive office of an entity that is not a Registered Organization is true, accurate, and complete. None of the individual Borrowers shall change that address of residence without providing 30 days prior written notice before such address change. None of the Borrowers that are entities that are not Registered Organizations shall change that address of the chief executive office without providing 30 days prior written notice before such address change. f. Each Borrower who is an individual shall give Lender written notice at least 30 days before any change in Borrower’s name, or a name change on Borrower’s driver’s license or other state-issued identification (“Driver’s License”), or expiration, renewal or replacement of Xxxxxxxx’s Driver’s License. Each Borrower gives Lender authority to periodically inspect their Driver’s License. g. Each of the Borrowers hereby appoints each of the other Borrowers as agent for the purposes of this Loan and, if applicable, the Obligations and agrees that loan funds may be disbursed except as otherwise agreed to any one or more of them, as the Lender may elect. This appointment shall continue until written notice of termination is received in writing by the Lender, shall apply the proceeds of all dispositions of the Collateral to payment of this loan.

Warranties and Agreements. a. The Borrowers are the absolute owners of the Collateral free from any encumbrances, liens, security interests, or equity interests, except for the security interest granted herein and except as disclosed by the Borrowers to the Lender in writing. b. If insurance coverage was required as a condition of loan approval, or at any time during the term of the Loan, Borrowers agree to apply for and maintain such required insurance coverage on all items of Collateral hereunder, until the Loan and all other Obligations have been paid in full. All such policies of insurance shall be issued in such amounts as are acceptable to Lender. Lender shall be named as an additional insured party and/or loss payee on such policy or policies. If any insurance loss is paid to Borrowers and Lender jointly, Borrowers hereby appoint Xxxxxx Lender as their attorney to endorse Borrowers’ names thereon and to apply the proceeds as set forth below. Lender is authorized to apply the insurance proceeds or any part thereof, at the sole discretion of Lender, to the replanting of or the Collateral damaged or destroyed, destroyed or to the reduction of the Loan and the other Obligations, in such order of application as Lender may determine. c. For each Borrower that is not an individual, the legal name of each such Borrower is as set forth herein or in an addendum hereto. None of the Borrowers have used any trade name, assumed name, or other name except those set forth herein or in an addendum hereto. The Borrowers shall give the Lender 30 days prior written notice before any such change. d. If any of the Borrowers is a Registered Organization, as that term is defined in the UCC, all information provided to the Lender concerning its state or other location of organization is true, accurate, and complete. No Borrower that is a Registered Organization shall change its state or other location of organization without providing 30 days prior written notice thereof to the Lender before making any such change. e. If any of the Borrowers is an individual or an entity that is not a Registered Organization, all information provided by the Borrowers to the Lender concerning the address of an individual Borrower’s residence or the address of the chief executive office of an entity that is not a Registered Organization is true, accurate, and complete. None of the individual Borrowers shall change that address of residence without providing 30 days prior written notice before such address change. None of the Borrowers that are entities that are not Registered Organizations shall change that address of the chief executive office without providing 30 days prior written notice before such address change. f. Each Borrower who is an individual shall give Lender written notice at least 30 days before any change in Borrower’s name, or a name change on Borrower’s driver’s license or other state-issued identification (“Driver’s License”), or expiration, renewal or replacement of XxxxxxxxBorrower’s Driver’s License. Each Borrower gives Lender authority to periodically inspect their Driver’s License. g. Each of the Borrowers hereby appoints each of the other Borrowers as agent for the purposes of this Loan and, if applicable, the Obligations and agrees that loan funds may be disbursed to any one or more of them, as the Lender may elect. This appointment shall continue until written notice of termination is received by the Lender.