Common use of Warranties and Covenants of Debtor Clause in Contracts

Warranties and Covenants of Debtor. Debtor warrants, covenants and agrees that: (1) Except for the security interest granted hereby, the Debtor is the owner of the Collateral free of any adverse claim, security interest or encumbrance; and the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or interest therein; (2) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a Financing Statement signed only by the Secured Party covering the Collateral; and at the request of Secured Party, the Debtor will join the Secured Party in executing one or more Financing Statements pursuant to the Uniform Commercial Code, in form satisfactory to the Secured Party, and will pay the cost of filing the same or filing or recording the Security Agreement in all public offices wherever filing or recording is deemed by the Secured Party to be necessary or desirable, it being further stipulated in this regard that the Secured Party may also at any time or times sign any counterpart of this Security Agreement signed by the Debtor and file same as a Financing Statement if the Secured Party shall elect to do so; (3) Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein without the written consent of the Secured Party; 2 (4) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrances; (5) Debtor will deliver to the holder of the Obligations additional collateral, upon demand by such holder, if such holder deems the Collateral then held hereon to be insufficient, to properly and amply secure all Obligations secured hereby; (6) Debtor will pay to Secured Party all expenses and expenditures, including reasonable attorneys' fees and legal expenses, incurred or paid by the Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement. (7) At all times during the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on which the Collateral is then listed or on an automated quotation system times the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued interest thereon exceeds 60% of the value of the Collateral, Debtor agrees to immediately deliver to the Secured Party collateral acceptable to the Secured Party its sole discretion to further secure the Note with a value, as reasonably determined by the Secured Party, that when added to the then value of the Collateral will cause the then outstanding principal balance of the Note, together with accrued interest thereon, not to exceed 60% of the combined value of such additional collateral and the value of the Collateral.

Warranties and Covenants of Debtor. Debtor warrants, expressly warrants and covenants and agrees that: : (1a) Except for the security interest granted hereby, the Debtor is and will continue to be the owner of the Collateral free of from any adverse claimlien, security interest or encumbrance, other than that as created by this Security Agreement or in pari passu to this Security Agreement; and the Debtor will defend the Collateral against all claims and demands of all other persons at any time claiming the same or any interest therein; (2) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a Financing Statement signed only by the Secured Party covering the Collateral; and at the request of Secured Party, the Debtor will join the Secured Party in executing one or more Financing Statements pursuant to the Uniform Commercial Code, in form satisfactory therein who are not pari passu to the Secured Party, ; and will pay the cost of filing the same or filing or recording the Security Agreement in all public offices wherever filing or recording is deemed by the Secured Party to be necessary or desirable, it being further stipulated in this regard that the Secured Party may also at any time or times sign any counterpart of this Security Agreement signed by the Debtor and file same as a Financing Statement if the Secured Party shall elect to do so; (3) Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein (except in the ordinary course of business) without the prior written consent of the Secured Party; 2 (4) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrances; (5) Debtor will deliver to the holder of the Obligations additional collateral, upon demand by such holder, if such holder deems the Collateral then held hereon to be insufficient, to properly and amply secure all Obligations secured hereby; (6b) Debtor will pay the Indebtedness to Secured Party as the same becomes due and payable; (c) Debtor will pay as they become due all expenses taxes or other liens or claims which may become a charge against the Collateral; (d) Debtor will reasonably maintain the Collateral; (e ) Debtor will indemnify and expenditures, including reasonable attorneys' fees and legal expenses, incurred or paid by hold the Secured Party harmless from any and all loss, damage, injury or other casualty to persons or property caused or occasioned by the maintenance, operation and use of the Collateral by Debtor, its agents, invitees or employees;( f ) Debtor will supply Secured Party with a current list specifying the Collateral at the request of Secured Party; ( g ) With respect to any Collateral to be purchased with monies advanced by Secured Party to Debtor, this Security Agreement creates a purchase money security interest; ( h ) Debtor will execute and deliver such other and further instruments and will do such other and further act as in exercising the opinion of the Secured Party may be necessary or protecting desirable to carry out more effectually the purposes of this instrument, including, without limiting the generality of the foregoing: 1) prompt correction of any defect which may hereafter be discovered in the title to the Collateral or in the execution and acknowledgment of this instrument, the Note, or any other document used in connection herewith; and 2) prompt execution and delivery of all other documents or instruments which in the opinion of the Secured Party are needed to transfer effectually the Collateral or the proceeds or the Collateral to the Secured Party. ( i ) Debtor is duly organized and validly existing under the laws of the State of Delaware and the execution of this Agreement has been authorized and approved by all parties necessary to authorize the same. Debtor has full power and authority to carry on its interestbusiness as now being conducted with full power and authority to enter into this Agreement and effect the transactions contemplated to be effected by and under the terms of this Agreement ; (j ) There is no pending or threatened litigation, rights and remedies under claim for infringement, proceeding or investigation by any governmental authority or any other person known to Debtor against or otherwise affecting Debtor or any of its assets or its officers, partners, directors or agents in their capacities as such, nor does the Debtor know of any ground for any such litigation, infringement claims, proceedings or investigations; ( k ) No contract or organizational document prohibits any term or condition of this Security Agreement. (7; ( l ) At all times during The execution and delivery of this Security Agreement will not violate any known law or agreement governing the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on Debtor or to which the Collateral Debtor is then listed or on an automated quotation system times the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued interest thereon exceeds 60% of the value of the Collateral, Debtor agrees to immediately deliver to the Secured Party collateral acceptable to the Secured Party its sole discretion to further secure the Note with a value, as reasonably determined by the Secured Party, that when added to the then value of the Collateral will cause the then outstanding principal balance of the Note, together with accrued interest thereon, not to exceed 60% of the combined value of such additional collateral and the value of the Collateralparty.

Warranties and Covenants of Debtor. Debtor warrants, warrants and covenants and agrees that: (1a) Except for the No other creditor has a security interest granted hereby, in the Collateral. (b) Debtor is the owner of the Collateral free of from any adverse claim, security interest lien or encumbrance; encumbrance except this lien and the others described in this Security Agreement. (c) Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or interest therein;other persons. (2d) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a Financing Statement signed only by the Secured Party covering the Collateral; and at the request of Secured Party, the Debtor will join immediately notify the Secured Party in executing one writing of any change in name or more Financing Statements pursuant to the Uniform Commercial Code, in form satisfactory to the Secured Party, and address. (e) Debtor will pay the cost of filing the same or filing or recording the Security Agreement in do all public offices wherever filing or recording is deemed by the such things as Secured Party to be necessary or desirable, it being further stipulated in this regard that the Secured Party may also at any time or times sign any counterpart from time to time may reasonably request to establish and maintain a perfected security interest in the Collateral. (f) A photographic or other reproduction of this Security Agreement signed by the Debtor and file same agreement is sufficient as a Financing Statement if the Secured Party shall elect to do so;financing statement. (3g) Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein without the prior written consent of Secured Party provided that Secured Party will not unreasonably withhold such approval. Secured Party hereby approves of Debtor’s further encumbering the collateral by granting secondary or tertiary security interests in the collateral provided that (i) all such encumbrances, liens, and any other interests in the collateral shall have no rights that limit or infringe Secured Party; 2’s rights under this agreement and (ii) all such encumbrances, liens, and any other interests shall be junior to the interests of Secured Party. (4h) Debtor will keep the Collateral insured against risk of loss or damage upon such terms as Secured Party may reasonably require. (i) Debtor will keep the Collateral free from any adverse lienlien and in good repair, security interest will not waste or encumbrances;destroy the Collateral, and will not use the Collateral in violation of any law or policy of insurance. Secured Party may examine and inspect the Collateral at any reasonable time. (5) Debtor will deliver to the holder of the Obligations additional collateral, upon demand by such holder, if such holder deems the Collateral then held hereon to be insufficient, to properly and amply secure all Obligations secured hereby; (6j) Debtor will pay to Secured Party promptly when due all expenses taxes and expenditures, including reasonable attorneys' fees and legal expenses, incurred or paid by the Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement. (7) At all times during the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on which assessments upon the Collateral is then listed or on an automated quotation system times for its use or operation or upon this Agreement or upon any note evidencing the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued interest thereon exceeds 60% of the value of the Collateral, Debtor agrees to immediately deliver to the Secured Party collateral acceptable to the Secured Party its sole discretion to further secure the Note with a value, as reasonably determined by the Secured Party, that when added to the then value of the Collateral will cause the then outstanding principal balance of the Note, together with accrued interest thereon, not to exceed 60% of the combined value of such additional collateral and the value of the CollateralObligations.

Warranties and Covenants of Debtor. Debtor warrants, warrants and covenants and agrees that: (1) a. Except for the security interest granted hereby, the Debtor is the owner of the Collateral free of from any adverse claimlien, security interest or encumbrance, except as disclosed to the Secured Party, which include Deeds of Trust that secure real property held by subsidiaries of Debtor; and the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein;. (2) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a b. No Financing Statement signed only by covering any of the Secured Party covering the Collateral; and at the request of Secured Party, the Collateral or any proceeds thereof is on file in any public office. The Debtor will join shall immediately notify the Secured Party in executing one writing of any change in name, address, identity or more Financing Statements pursuant corporate structure from that shown in this Agreement and shall also upon demand furnish to the Uniform Commercial Code, Secured Party such further information and shall execute and deliver to Secured Party such financing statements and other documents in form satisfactory to Secured Party and shall do all such acts and things as Secured Party may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Secured PartyCollateral as security for the Obligations, subject to no adverse liens or encumbrances; and Debtor will pay the cost of filing the same or filing or recording the Security Agreement this agreement in all public offices wherever filing or recording is deemed by the Secured Party to be necessary or desirable. A carbon, it being further stipulated in this regard that the Secured Party may also at any time photographic or times sign any counterpart other reproduction of this Security Agreement signed by the Debtor and file same agreement is sufficient as a Financing Statement if the Secured Party shall elect to do so;financing statement. (3) c. Debtor will not sell or offer to sell sell, assign, pledge, lease or otherwise transfer or encumber the Collateral or any interest therein therein, outside of the normal course of business for the Debtor, without the written prior consent of the Secured Party; 2. d. Debtor shall keep the Collateral at all times insured against risks of loss or damage by fire (4) including so-called extended coverage), theft and such of the casualties as Secured Party may reasonable require, all in such amounts, under such forms of policies, upon such terms, for such periods and written by such companies or underwriters as Secured Party may approve, losses in all cases to be payable to Secured Party and Debtor as their interests may appear. All policies of insurance shall provide that Secured Party’s interest therein shall not be invalidated by the act, omission or neglect of anyone other than Secured Party and for at least ten days prior written notice of cancellation to Secured Party. Debtor shall furnish Secured Party with certificates of such insurance or other evidence satisfactory to Secured Party as to compliance with the provisions of this paragraph. Secured Party may act as attorney for Debtor in making, adjusting and settling claims under and cancelling such insurance and endorsing Debtor’s name on any drafts drawn by insurers of the Collateral. e. Debtor will keep the Collateral free from any adverse lien, security interest or encumbrances; (5) Debtor will deliver to the holder of the Obligations additional collateralencumbrance and in good order and repair, upon demand by such holder, if such holder deems shall not waste or destroy the Collateral then held hereon to be insufficientor any part thereof, to properly and amply secure all Obligations secured hereby;shall not use the Collateral in violation of any statute, ordinance or policy of insurance thereon. Secured Party may examine and inspect the Collateral at any reasonable time or times, wherever located. (6) f. Debtor will pay to Secured Party promptly when due all expenses taxes and expenditures, including reasonable attorneys' fees and legal expenses, incurred or paid by the Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement. (7) At all times during the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on which assessments upon the Collateral is then listed or on an automated quotation system times for its use of operation or upon this Agreement or upon any note or notes evidencing the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued interest thereon exceeds 60% of the value of the Collateral, Debtor agrees to immediately deliver to the Secured Party collateral acceptable to the Secured Party its sole discretion to further secure the Note with a value, as reasonably determined by the Secured Party, that when added to the then value of the Collateral will cause the then outstanding principal balance of the Note, together with accrued interest thereon, not to exceed 60% of the combined value of such additional collateral and the value of the CollateralObligations.

Warranties and Covenants of Debtor. Debtor warrants, warrants and covenants and agrees that: (1a) Except for the security interest granted hereby, the Debtor is the owner of the Collateral free of from any adverse claimlien, security interest or encumbrance; and the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein;. (2b) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a No Financing Statement signed only by covering any of the Secured Party covering the Collateral; and at the request of Secured Party, the Collateral or any proceeds thereof is on file in any public office. The Debtor will join shall immediately notify the Secured Party in executing one writing of any change in name, address, or more Financing Statements pursuant identity from that shown in this Agreement and shall also upon demand furnish to the Uniform Commercial Code, Secured Party such further information and shall execute and deliver to Secured Party such financing statements and other documents in form satisfactory to Secured Party and shall do all such acts and things as Secured Party may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Secured PartyCollateral as security for the Obligations, subject to no adverse liens or encumbrances; and Debtor will pay the cost of filing the same or filing or recording the Security Agreement this agreement in all public offices wherever filing or recording is deemed by the Secured Party to be necessary or desirable. A carbon, it being further stipulated in this regard that the Secured Party may also at any time photographic or times sign any counterpart other reproduction of this Security Agreement signed by the Debtor and file same agreement is sufficient as a Financing Statement if the Secured Party shall elect to do so;financing statement. (3c) Debtor will not sell or offer to sell sell, assign, pledge, lease or otherwise transfer or encumber the Collateral or any interest therein therein, without the prior written consent of the Secured Party; 2. (4d) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrances;encumbrance, shall not waste or destroy the Collateral or any part thereof, and shall not use the Collateral in violation of any statute, ordinance or policy of insurance thereon. Secured Party may examine and inspect the Collateral at any reasonable time or times, wherever located. (5) Debtor will deliver to the holder of the Obligations additional collateral, upon demand by such holder, if such holder deems the Collateral then held hereon to be insufficient, to properly and amply secure all Obligations secured hereby; (6e) Debtor will pay to Secured Party promptly when due all expenses taxes and expenditures, including reasonable attorneys' fees and legal expenses, incurred assessments upon the Collateral or paid by upon this Agreement or upon any note or notes evidencing the Secured Party in exercising or protecting its interest, rights and remedies under this Security AgreementObligations. (7f) At all times during the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon Creditor shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on which the Collateral is then listed or on an automated quotation system times the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued interest thereon exceeds 60% of the value of the Collateral, Debtor agrees to immediately deliver to the Secured Party collateral acceptable to the Secured Party its sole discretion to further secure the Note with a value, as reasonably determined by the Secured Party, that when added to the then value of the Collateral will cause the then outstanding principal balance of the Note, together with accrued interest thereon, not to exceed 60% of the combined value of such additional collateral and the value maintain possession of the Collateral.

Warranties and Covenants of Debtor. Debtor warrants, warrants and covenants and agrees that: (1) Except for the : No other creditor has a security interest granted hereby, in the Collateral except the following: _____________________________________________________________________________. Debtor is the owner of the Collateral free of from any adverse claim, security interest lien or encumbrance; encumbrance except this lien and the others described in this Security Agreement. Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or interest therein; (2) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization other persons. Xxxxxx will be given effect, a Financing Statement signed only by the Secured Party covering the Collateral; and at the request of Secured Party, the Debtor will join immediately notify the Secured Party in executing one writing of any change in name or more Financing Statements pursuant address. Debtor will do all such things as Secured Party at any time or from time to time may reasonably request to establish and maintain a perfected security interest in the Uniform Commercial Code, in form satisfactory to the Secured Party, and Collateral. Debtor will pay the cost of filing the same or filing or recording the Security Agreement this agreement in all public offices wherever filing or where recording is deemed by the Secured Party to be necessary or desirable, it being further stipulated in this regard that the Secured Party may also at any time . A photographic or times sign any counterpart other reproduction of this Security Agreement signed by the Debtor and file same agreement is sufficient as a Financing Statement if the Secured Party shall elect to do so; (3) financing statement. Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein without the prior written consent of the Secured Party; 2 (4) . Debtor will keep the Collateral insured against risk of loss or damage upon such terms as Secured Party may reasonably require. Debtor will keep the Collateral free from any adverse lienlien and in good repair, security interest will not waste or encumbrances; (5) Debtor destroy the Collateral, and will deliver to the holder of the Obligations additional collateral, upon demand by such holder, if such holder deems not use the Collateral then held hereon to be insufficient, to properly in violation of any law or policy of insurance. Secured Party may examine and amply secure all Obligations secured hereby; (6) inspect the Collateral at any reasonable time. Debtor will pay to Secured Party promptly when due all expenses taxes and expenditures, including reasonable attorneys' fees and legal expenses, incurred or paid by the Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement. (7) At all times during the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on which assessments upon the Collateral is then listed or on an automated quotation system times for its use or operation or upon this Agreement or upon any note evidencing the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued interest thereon exceeds 60% of the value of the Collateral, Debtor agrees to immediately deliver to the Secured Party collateral acceptable to the Secured Party its sole discretion to further secure the Note with a value, as reasonably determined by the Secured Party, that when added to the then value of the Collateral will cause the then outstanding principal balance of the Note, together with accrued interest thereon, not to exceed 60% of the combined value of such additional collateral and the value of the CollateralObligations.

Warranties and Covenants of Debtor. Debtor warrants, warrants and covenants and agrees that: (1a) Except for the No other creditor has a security interest granted hereby, in the Collateral. (b) Debtor is the owner of the Collateral free of from any adverse claim, security interest lien or encumbrance; and the encumbrance except this lien. (c) Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or interest therein;other persons. (2d) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a Financing Statement signed only by the Secured Party covering the Collateral; and at the request of Secured Party, the Debtor will join immediately notify the Secured Party in executing one writing of any change in name or more Financing Statements pursuant address. (e) Debtor will do all such things as Secured Party at any time or from time to time may reasonably request to establish and maintain a perfected security interest in the Uniform Commercial Code, in form satisfactory to the Secured Party, and Collateral. (f) Debtor will pay the cost of filing the same or filing or recording the Security Agreement this Line of Credit in all public offices wherever filing or where recording is deemed by the Secured Party to be necessary or desirable, it being further stipulated in this regard that the Secured Party may also at any time . A photographic or times sign any counterpart other reproduction of this Security Agreement signed by the Debtor and file same Line of Credit is sufficient as a Financing Statement if the Secured Party shall elect to do so;financing statement. (3g) Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein without the prior written consent of the Secured Party; 2. (4h) Debtor will keep the Collateral insured against risk of loss or damage upon such terms as Secured Party may reasonably require. (i) Debtor will keep the Collateral free from any adverse lienlien and in good repair, security interest will not waste or encumbrances;destroy the Collateral, and will not use the Collateral in violation of any law or policy of insurance. Secured Party may examine and inspect the Collateral at any reasonable time. (5) Debtor will deliver to the holder of the Obligations additional collateral, upon demand by such holder, if such holder deems the Collateral then held hereon to be insufficient, to properly and amply secure all Obligations secured hereby; (6j) Debtor will pay to Secured Party promptly when due all expenses taxes and expenditures, including reasonable attorneys' fees and legal expenses, incurred or paid by the Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement. (7) At all times during the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on which assessments upon the Collateral is then listed or on an automated quotation system times for its use or operation or upon this Line of Credit or upon any note evidencing the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued interest thereon exceeds 60% of the value of the Collateral, Debtor agrees to immediately deliver to the Secured Party collateral acceptable to the Secured Party its sole discretion to further secure the Note with a value, as reasonably determined by the Secured Party, that when added to the then value of the Collateral will cause the then outstanding principal balance of the Note, together with accrued interest thereon, not to exceed 60% of the combined value of such additional collateral and the value of the CollateralObligations.

Warranties and Covenants of Debtor. Debtor warrants, warrants and covenants and agrees that: (1a) Except for the security interest granted hereby, the Debtor is the owner of the Collateral free of from any adverse claimlien, security interest or encumbrance; and the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein;. (2b) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a No Financing Statement signed only by covering any of the Secured Party covering the Collateral; and at the request of Secured Party, the Collateral or any proceeds thereof is on file in any public office. The Debtor will join shall immediately notify the Secured Party in executing one writing of any change in name, address, identity or more Financing Statements pursuant corporate structure from that shown in this Agreement and shall also upon demand furnish to the Uniform Commercial Code, Secured Party such further information and shall execute and deliver to Secured Party such financing statements and other documents in form satisfactory to Secured Party and shall do all such acts and things as Secured Party may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Secured PartyCollateral as security for the Obligations, subject to no adverse liens or encumbrances; and Debtor will pay the cost of filing the same or filing or recording the Security Agreement this agreement in all public offices wherever filing or recording is deemed by the Secured Party to be necessary or desirable. A carbon, it being further stipulated in this regard that the Secured Party may also at any time photographic or times sign any counterpart other reproduction of this Security Agreement signed by the Debtor and file same agreement is sufficient as a Financing Statement if the Secured Party shall elect to do so;financing statement. (3c) Debtor will not sell or offer to sell sell, assign, pledge, lease or otherwise transfer or encumber the Collateral or any interest therein therein, without the prior written consent of the Secured Party; 2. (4d) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrances;encumbrance and in good order and repair, shall not waste or destroy the Collateral or any part thereof, and shall not use the Collateral in violation of any statute, ordinance or policy of insurance thereon. Secured Party may examine and inspect the Collateral at any reasonable time or times, wherever located. (5) Debtor will deliver to the holder of the Obligations additional collateral, upon demand by such holder, if such holder deems the Collateral then held hereon to be insufficient, to properly and amply secure all Obligations secured hereby; (6e) Debtor will pay to Secured Party promptly when due all expenses taxes and expenditures, including reasonable attorneys' fees and legal expenses, incurred or paid by the Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement. (7) At all times during the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on which assessments upon the Collateral is then listed or on an automated quotation system times for its use or operation or upon this Agreement or upon any note or notes evidencing the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued interest thereon exceeds 60% of the value of the Collateral, Debtor agrees to immediately deliver to the Secured Party collateral acceptable to the Secured Party its sole discretion to further secure the Note with a value, as reasonably determined by the Secured Party, that when added to the then value of the Collateral will cause the then outstanding principal balance of the Note, together with accrued interest thereon, not to exceed 60% of the combined value of such additional collateral and the value of the CollateralObligations.

Warranties and Covenants of Debtor. Debtor warrants, warrants and covenants and agrees that: (1a) Except for the No other creditor has a security interest granted hereby, in the Collateral except the following: Xxxxxx Xxxxx. (b) Debtor is the owner of the Collateral free of from any adverse claim, security interest lien or encumbrance; encumbrance except this lien and the Debtor others described in this Security Agreement. (c) Xxxxxx will defend the Collateral against all claims and demands of all persons at any time claiming the same or interest therein;other persons. (2d) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization Xxxxxx will be given effect, a Financing Statement signed only by the Secured Party covering the Collateral; and at the request of Secured Party, the Debtor will join immediately notify the Secured Party in executing one writing of any change in name or more Financing Statements pursuant address. (e) Debtor will do all such things as Secured Party at any time or from time to time may reasonably request to establish and maintain a perfected security interest in the Uniform Commercial Code, in form satisfactory to the Secured Party, and Collateral. (f) Debtor will pay the cost of filing the same or filing or recording the Security Agreement this agreement in all public offices wherever filing or where recording is deemed by the Secured Party to be necessary or desirable, it being further stipulated in this regard that the Secured Party may also at any time . A photographic or times sign any counterpart other reproduction of this Security Agreement signed by the Debtor and file same agreement is sufficient as a Financing Statement if the Secured Party shall elect to do so;financing statement. (3g) Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein without the prior written consent of the Secured Party; 2. (4h) Debtor will keep the Collateral insured against risk of loss or damage upon such terms as Secured Party may reasonably require. (i) Debtor will keep the Collateral free from any adverse lienlien and in good repair, security interest will not waste or encumbrances;destroy the Collateral, and will not use the Collateral in violation of any law or policy of insurance. Secured Party may examine and inspect the Collateral at any reasonable time. (5) Debtor will deliver to the holder of the Obligations additional collateral, upon demand by such holder, if such holder deems the Collateral then held hereon to be insufficient, to properly and amply secure all Obligations secured hereby; (6j) Debtor will pay to Secured Party promptly when due all expenses taxes and expenditures, including reasonable attorneys' fees and legal expenses, incurred or paid by the Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement. (7) At all times during the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on which assessments upon the Collateral is then listed or on an automated quotation system times for its use or operation or upon this Agreement or upon any note evidencing the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued interest thereon exceeds 60% of the value of the Collateral, Debtor agrees to immediately deliver to the Secured Party collateral acceptable to the Secured Party its sole discretion to further secure the Note with a value, as reasonably determined by the Secured Party, that when added to the then value of the Collateral will cause the then outstanding principal balance of the Note, together with accrued interest thereon, not to exceed 60% of the combined value of such additional collateral and the value of the CollateralObligations.

Warranties and Covenants of Debtor. Debtor warrants, covenants and agrees that: (1) Except for the security interest granted hereby, the Debtor is the owner of the Collateral free of any adverse claim, security interest or encumbrance; and the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or interest therein; (2) Debtor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a Financing Statement signed only by the Secured Party covering the Collateral; and at the request of Secured Party, the Debtor will join the Secured Party in executing one or more Financing Statements pursuant to the Uniform Commercial Code, in form satisfactory to the Secured Party, and will pay the cost of filing the same or filing or recording the Security Agreement in all public offices wherever filing or recording is deemed by the Secured Party to be necessary or desirable, it being further stipulated in this regard that the Secured Party may also at any time or times sign any counterpart of this Security Agreement signed by the Debtor and file same as a Financing Statement if the Secured Party shall elect to do so;; 2 (3) Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein without the written consent of the Secured Party; 2; (4) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrances; (5) Debtor will deliver to the holder of the Obligations additional collateral, upon demand by such holder, if such holder deems the Collateral then held hereon to be insufficient, to properly and amply secure all Obligations secured hereby; (6) Debtor will pay to Secured Party all expenses and expenditures, including reasonable attorneys' fees and legal expenses, incurred or paid by the Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement. (7) At all times during the term of the Note the outstanding principal balance of the Note, together with accrued interest thereon shall not exceed 60% of the value of the Collateral. The term "value of the Collateral" as used herein shall mean the average closing price for the prior sixty (60) day period as quoted on a national securities exchange on which the Collateral is then listed or on an automated quotation system times the number of shares comprising the Collateral. In the event the outstanding principal amount of the Note plus accrued interest thereon exceeds 60% of the value of the Collateral, Debtor agrees to immediately deliver to the Secured Party collateral acceptable to the Secured Party its sole discretion to further secure the Note with a value, as reasonably determined by the Secured Party, that when added to the then value of the Collateral will cause the then outstanding principal balance of the Note, together with accrued interest thereon, not to exceed 60% of the combined value of such additional collateral and the value of the Collateral.