Common use of WARRANTIES, REPRESENTATIONS AND COVENANTS Clause in Contracts

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes of this Agreement, (a) the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that: (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties; (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any of the Material Copyrights, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademark.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes of this Agreement, (a) the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s 's business are collectively referred to as the “"Material Copyrights”", (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s 's business are collectively referred to as the “"Material Patents”", (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s 's business are collectively referred to as the “"Material Trademarks”") and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, 5 below and any other Licenses material to Mortgagor’s 's business are collectively referred to as the “"Material Licenses”". Mortgagor warrants and represents to Mortgagee that: (i) No Material Copyright, Material Patent Patent, or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark Trademark, free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx xxx third parties; (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any of the Material Copyrights, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademark.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes As an inducement for Prestige's entering into this Agreement and with full knowledge that the truth and accuracy of the warranties, representations and covenants in this Agreement are being relied upon by Prestige, instead of the delay of a complete credit investigation, Seller warrants, represents and covenants that: (a) Seller is properly licensed and authorized to operate the business of electric service provider; (b) Seller is the sole and absolute owner of the Accounts and has the full legal right to make said sale assignment and transfer: (c) The correct amount of each Account will be set forth on the Assignments; (d) Each Account is an accurate and undisputed statement of indebtedness from and account debtor for a sum certain, without offset or counterclaim and which is due and payable in ninety days or less; (e) Each Account is an accurate statement of a bona fide sale, delivery and acceptance of merchandise or performance of service by Seller to an account debtor; (f) Seller does not own, control or exercise dominion in any way whatsoever, over the business of any account debtor; (g) All financial records, statements, books or other documents shown to Prestige by Seller at any time either before or after the signing of this Agreement are true and accurate; (h) Seller will not under any circumstances or in any manner whatsoever, interfere with any of Prestige's rights under this Agreement; (i) Seller has not and will not, at any time, permit any lien, security interest or encumbrance to be created upon any of its accounts receivable (j) Seller will not change or modify the terms of the Accounts with any account debtor unless Prestige first consents in writing; (k) Seller will notify Prestige in writing in advance of: any change in Seller's place of business; Seller having or acquiring more than one place of business; any change in Seller's chief executive office; and/or any change in the office or offices where Seller's books and records concerning accounts receivables are kept; (l) Seller will immediately notify Prestige of any proposed or actual change of the Seller's and/or account debtor's identity, legal entity or corporate structure. (m) All invoices will state plainly on their face that the Accounts represented thereby have been sold and assigned to Prestige and are payable only and directly to Prestige; and (n) No Account shall be on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis; The warranties, representations, and covenants contained in this paragraph 5 shall be continuous and be deemed to be renewed each xxxx Xxxxxx assigns Accounts to Prestige. Notwithstanding the provisions contained in paragraph 6 of this Agreement, (a) Prestige shall have recourse against the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as Seller in the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that: (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties; (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to event that any of the Material Copyrightswarranties, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute representations and deliver covenants set forth in this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademarkparagraph 5 are breached.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes a. You represent, warrant, covenant and agree to and with Interactive Advisors that: i. The execution and delivery of this Agreement by you, the performance by you of your obligations hereunder and the consummation by you of the transactions contemplated hereby have been duly authorized by all requisite action on your part. This Agreement has been duly executed and delivered by you, and (assuming due authorization, execution and delivery by Interactive Advisors) this Agreement constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; ii. The execution, delivery and performance of this Agreement by you does not and will not (A) violate, conflict with or result in the breach of your certificate of incorporation or bylaws (or similar organizational documents), if you are not an individual, (B) conflict with or violate any contract, agreement, intellectual property right, law, rule, regulation or order applicable to you; iii. You will not intentionally or negligently at any time act in contravention of the Trading Rules set forth in Appendix A; iv. The representations and acknowledgments set forth on Appendix B (the “Disclosure Statement”) are true, correct and complete in all material respects for the duration of this Agreement; v. You will not at any time act in contravention of the code of conduct set forth on Appendix C (the “Code of Conduct”); vi. You acknowledge that committing one or a combination of Portfolio Manager Violations set forth in Appendix D (“Portfolio Manager Violations - Trading Platform”) may result in termination of this Agreement and your participation on the Interactive Advisors platform at Interactive Advisors' sole discretion; vii. You agree to periodically (at least quarterly) review the description of your strategy on the Interactive Advisors website, confirm that the description accurately describes the strategy, and inform Interactive Advisors in advance of your intention to make material changes to the strategy (e.g., asset classes, number of unique holdings, rebalancing frequency, specific investments, etc.) at least 30 days before implementing such changes so that Interactive Advisors can evaluate whether the proposed changes, your continued participation on the platform, and the risk score assigned to the strategy are appropriate and confirm, as appropriate in its sole discretion, whether invested clients are interested in maintaining their investments in the revised strategy; viii. You agree that if, pursuant to its periodic strategic reviews, Interactive Advisors observes discrepancies between the description of your strategy on its website and the manner in which you implement the strategy in your Account, it may revise that description to reflect your strategy as applied. Interactive Advisors will inform you of any changes but may need to implement such changes before you provide your feedback to maintain the accuracy of the strategy description on its website. ix. You agree that you and your agents and representatives will reasonably cooperate with Interactive Advisors, its agents and representatives, and any governmental agency or regulatory body in connection with any audit or investigation, including without limitation, (i) furnishing information and data, (ii) responding to interrogatories and (iii) being available for depositions; x. You acknowledge that Interactive Advisors reserves the right not to disclose to you the identity of its Clients or Users, whether or not such Clients or Users use or otherwise benefit from Interactive Advisors’ use of your Data; xi. You acknowledge that, by providing Data to Interactive Advisors in the manner set forth in this Agreement, you are not acting as an investment advisor, manager, or subadvisor to Interactive Advisors or its Clients or Users; xii. Interactive Advisors understands that you may serve as investment manager for other clients and will continue to do so. Interactive Advisors also understands that you, your personnel and affiliates (“Affiliated Persons”) may give advice or take action in performing their duties to other clients, or for their own accounts, that differ from the Data or actions taken by Interactive Advisors for its Clients based on the Data. You are not obligated to buy, sell or recommend for Interactive Advisors Clients any security or other investment that you or your Affiliated Persons may buy, sell or recommend for any other client or for their own accounts. You may, subject to the Code of Conduct in Appendix C, trade in securities for your other client accounts at IB or other brokers independently of your trades in the same securities for the Account. But you may not buy or sell securities in any of your proprietary or personal accounts using the strategy in the Account before buying or selling those same securities in your Account. xiii. None of you, your Affiliated Persons nor any of your or their respective directors, officers or beneficial owners of five (5%) percent or more of any class of any of your or their respective securities: A. has filed a registration statement which is the subject of any pending proceeding or examination under Section 8 of the Securities Act of 1933, as amended (the “Securities Act”) or is the subject of any refusal order or stop order thereunder or entered pursuant to the law of any state or any foreign jurisdiction; B. has been convicted of any felony or misdemeanor involving the offer, purchase or sale of any security or commodity or in connection with the making of any false filing with the Securities Exchange Commission (the “SEC”) or any state or foreign securities administrator, or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser, or of any felony or misdemeanor involving fraud as an essential element, deceit or intentional wrongdoing, including, but not limited to, forgery, embezzlement, obtaining money under false pretense, larceny or conspiracy to defraud or of any crime involving moral turpitude or which is designed to protect consumers against unlawful or deceptive practices; C. has been the subject of any administrative order or judgment entered in any state by that state’s securities commission or administrator or issued by the SEC within five years prior to the filing of a claim of exemption or has been the subject of any administrative order or judgment in any state in which fraud, deceit, or intentional wrongdoing was found; D. is currently subject to any administrative order or judgment in any state or issued by the SEC which prohibits the use of any exemption from registration in connection with the offer, purchase or sale of securities; E. is subject to any order, judgment or decree of any court of competent jurisdiction or any state, or federal or foreign administrative order or judgment temporarily or preliminarily restraining or enjoining, or is subject to any order, judgment or decree of any court of competent jurisdiction, permanently restraining or enjoining such person from engaging in or continuing any conduct or practice in connection with the offer, purchase or sale of any security or commodity or involving the making of any false filing with the SEC or any state or foreign securities administrator or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser or which restrains or enjoins such person from activities subject to federal or state statutes designed to protect consumers against unlawful or deceptive practices; F. is subject to any proceeding under Section 230.262 or any similar rule adopted under Section 3(b) of the Securities Act, or to any order entered thereunder; G. is subject to a United States Postal Service false representation order entered under Section 3005 of title 39, United States Code, or is subject to a restraining order or preliminary injunction entered under Section 3007 of title 39, United States Code, with respect to conduct alleged to have violated Section 3005 of title 39, United States Code; H. is subject to an order of the SEC entered pursuant to Section 15(b), 15B(a), or 15B(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or is subject to any order of the SEC entered pursuant to Section 203(e) or (f) of the Act; I. is suspended or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national securities exchange pursuant to Section 6 of the Exchange Act or an association under Section 15A of the Exchange Act; or J. is subject to any state, or federal or foreign administrative order or judgment (1) in which fraud or deceit was found or (2) which has the effect of enjoining such person from activities subject to federal, or state or foreign statutes designed to protect investors or consumers against unlawful or deceptive practices; xiv. You acknowledge that Interactive Advisors has the right to separately impose certain platform participation criteria (e.g., AUM, extent of personal funds invested in the strategy, non-front-running certifications) before allowing you to offer a portfolio on the Interactive Advisors platform; and xv. The foregoing representations and warranties shall be continuing during the term of this Agreement, (a) and if at any time any event shall occur which could make any of the Copyrights listed on Exhibit A heretoforegoing incomplete or inaccurate, any other registered Copyrights you shall promptly notify Interactive Advisors of the occurrence of such event. b. Interactive Advisors represents and any other Copyrights material warrants to Mortgagor’s business are collectively referred to as the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee you that: (i) No Material Copyrighti. The execution and delivery of this Agreement by Interactive Advisors, Material Patent or Material Trademark the performance by Interactive Advisors of its obligations hereunder and the consummation by Interactive Advisors of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Interactive Advisors. This Agreement has been adjudged invalid or unenforceable orduly executed and delivered by Interactive Advisors, has been cancelledand (assuming due authorization, in whole or in part; (iiexecution and delivery by you) Each Material Copyrightthis Agreement constitutes the legal, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner binding obligation of the entire unencumbered rightInteractive Advisors, title and interest enforceable against Interactive Advisors in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties; (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing accordance with respect to any of the Material Copyrights, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrightsii. The execution, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee delivery and performance of this MortgageAgreement by Interactive Advisors does not and will not (A) violate, includingconflict with or result in the breach of Interactive Advisors' memorandum and articles of association (or similar organizational documents) or (B) conflict with or violate any contract, without limitationagreement, the priority law, rule, regulation or perfection of the security interest granted herein or the remedies of Mortgagee hereunderorder applicable to Interactive Advisors; and (viii) Mortgagor has no notice iii. Interactive Advisors hereby waives any and all rights granted under Sections 4.a. – d. of any suits the Interactive Brokers Discretionary Trading Authorization Agreement for Advisor and Request to Send Trade Confirmations and Account Statements to Advisor, which authorize Interactive Advisors to, among other things, execute transactions, engage sub-advisers, transfer funds and securities or otherwise instruct Interactive Brokers to take certain actions commenced or threatened in writing with respect regard to any Material Copyright, Material Patent or Material Trademarkyour account(s).

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes As an inducement for Prestige's entering into this Agreement and with full knowledge that the truth and accuracy of the warranties, representations and covenants in this Agreement are being relied upon by Prestige, instead of the delay of a complete credit investigation, Seller warrants, represents and covenants that: (a) Seller is properly licensed and authorized to operate the business of environmental restoration; (b) Seller is the sole and absolute owner of the Accounts and has the full legal right to make said sale, assignment and transfer; (c) The correct amount of each Account will be set forth on the Assignments; (d) Each Account is an accurate and undisputed statement of indebtedness from an account debtor for a sum certain, without offset or counterclaim and which is due and payable in ninety days or less; (e) Each Account is an accurate statement of a bona fide sale, delivery and acceptance of merchandise or performance of service by Seller to an account debtor; (f) Seller does not own, control or exercise dominion in any way whatsoever, over the business of any account debtor; (g) All financial records, statements, books or other documents shown to Prestige by Seller at any time either before or after the signing of this Agreement are true and accurate; (h) Seller will not under any circumstance or in any manner whatsoever, interfere with any of Prestige's rights under this Agreement; (i) Seller has not and will not, at any time, permit any lien, security interest or encumbrance to be created upon any of its accounts receivable and/or its inventory without the prior written consent of Prestige; (j) Seller will not change or modify the terms of the Accounts with any account debtor unless Prestige first consents in writing; (k) Seller will notify Prestige in writing in advance of: any change in Seller's place of business; Seller having or acquiring more than one place of business; any change in Seller's chief executive office; and/or any change in the office or offices where Seller's books and records concerning accounts receivable are kept; (l) Seller will immediately notify Prestige of any proposed or actual change of the Seller's and/or any account debtor's identity, legal entity or corporate structure. (m) All invoices will state plainly on their face that the Accounts represented thereby have been sold and assigned to Prestige and are payable only and directly to Prestige; and (n) No Account shall be on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis; The warranties, representations and covenants contained in this paragraph 5 shall be continuous and be deemed to be renewed each xxxx Xxxxxx assigns Accounts to Prestige. Notwithstanding the provisions contained in paragraph 6 of this Agreement, (a) Prestige shall have recourse against the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as Seller in the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that: (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties; (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to event that any of the Material Copyrightswarranties, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute representations and deliver covenants set forth in this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademarkparagraph 5 are breached.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes of this AgreementMortgage, (a) the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s 's business are collectively referred to as the “"Material Copyrights”", (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s 's business are collectively referred to as the “"Material Patents”", (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s 's business are collectively referred to as the “Material Trademarks”"Matxxxxx Xxxdemarks") and (d) any the Licenses added to listed on Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s 's business are collectively referred to as the “Material Licenses”"Matxxxxx Xxxenses". Mortgagor warrants and represents to Mortgagee that: (i) No Material Copyright, Material Patent Patent, Material Trademark or Material Trademark License has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent Patent, Material Trademark and Material Trademark License is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent Patent, Material Trademark and Material Trademark License, free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx sue third parties, other than the Senior Lender Liens; (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any of the Material Copyrights, Material Patents Patents, Material Trademarks or Material Trademarks; (v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademark.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes of 17.1 Each party warrants that it has the right to enter into this Agreement, (a) and that this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms. 17.2 Based on its commercially reasonable diligence, Corixa warrants that to the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to best of its knowledge as of the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that: Effective Date (i) No Material CopyrightCorixa Patents existing as of the date hereof are valid and enforceable, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent Corixa owns or has the right to license to ZKC on the terms and Material Trademark is valid and enforceable; (iii) Mortgagor is conditions of this Agreement the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark Corixa Patents free and clear of any liens, charges and encumbrancesrestriction on use or encumbrances of any nature whatsoever, (iii) no Third Party, including, without limitation, licensesGenesis and Stanford Rook, shoprights Ltd., has any right to research, develop, use, have usxx, xxxx, xxxer for sale, have sold, keep and covenants by Mortgagor not to sxx third parties; import the Licensed Product solely for use in the Licensed Field in the Territory, (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any the Licensed Product, the distribution, sale, marketing and import of the Material CopyrightsLicensed Product by ZKC, Material the Corixa Patents or Material Trademarks; and the Corixa Know-How does not infringe any rights, including patent rights, of Third Parties and (v) Mortgagor has there are no pending actions, either actual or threatened, relating to the unqualified right to execute and deliver this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material CopyrightsLicensed Products, Material Corixa Patents or Material Trademarks which would reasonably be expected Corixa Know-How. 17.3 ZKC acknowledges that the licenses granted to materially adversely affect ZKC herein include sublicenses under technology that has been licensed by Corixa from certain Third Parties (the fair market value "Corixa Third Party Agreements") attached as Exhibit F, and ZKC covenants that it shall comply with all terms and conditions of such Corixa Third Party Agreements that are applicable and relevant to ZKC's sublicense thereunder. Notwithstanding anything herein to the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitationcontrary, the priority or perfection foregoing covenant shall not be deemed to have the effect of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened limiting Corixa's representation and warranty set forth in writing with respect to any Material Copyright, Material Patent or Material TrademarkSection 17.2.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes 14.1 Each party represents and warrants that it has the right to enter into this Agreement, and that this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms, and that it has been authorized by all requisite corporate action within such party. 14.2 Theraclone represents and warrants that (i) to the best of its knowledge as of the Effective Date Theraclone’s issued patents within the Theraclone Patents existing as of the Effective Date hereof are valid and enforceable and the practice of them does not and will not infringe the intellectual property rights of others, (ii) to the best of its knowledge as of the Effective Date Theraclone’s patent applications within the Theraclone Patents existing as of the Effective Date (x) contain patentable subject matter and (y) the practice of their subject matter does not and will not infringe the intellectual property rights of others, (iii) Theraclone owns or has the right to license to ZKC (and hereby covenants that it will continue to have such right throughout the term of this Agreement) on the terms and conditions of this Agreement the Theraclone Listed Patents, (a) the Copyrights listed other Theraclone Patents on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that: (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark Theraclone Know-How free and clear of any liens, charges and encumbrancesrestriction on use or encumbrances of any nature whatsoever, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties; (iv) Mortgagor no Third Party has any right to research, develop, use, have used, sell, offer for sale, have sold, keep and import the Licensed Products in the Licensed Field in the Territory, (v) to the best of its knowledge as of the Effective Date, the distribution, sale, marketing, and import of the Licensed Products by ZKC in the Territory does not infringe the intellectual property rights of Third Parties, (vi) there are no notice of pending infringement actions or other litigation actions, either actual or threatened, relating to the Licensed Products, Theraclone Patents or Theraclone Know-How, (vii) other than as set forth on Exhibit G, Theraclone and its Affiliates are not parties to any suits agreement with any Third Party under which Theraclone or actions commenced or threatened in writing its Affiliate will owe the Third Party money with respect to any of the Material Copyrightsthis Agreement, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute and deliver Zenyaku’s payments under this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material CopyrightsAgreement, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits development or commercialization of Licensed Antibody(ies) or Licensed Product(s) under this Agreement, including Third Party(ies) holding intellectual property rights relating to Mortgagee of this Mortgageor Covering the manner in which any Licensed Antibody was discovered, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor as of the Effective Date, other than the Patents listed in Exhibit G, all Theraclone Patents are owned by Theraclone and no Theraclone Patent has no notice been in-licensed, (ix) Theraclone’s arrangements entered into as of any suits the Effective Date for the research provided for in Section 5.4 grant Theraclone ownership or actions commenced or threatened in writing other Control of all Know-How generated, and all Patents on inventions generated, pursuant to such research (and Theraclone hereby covenants to use commercially reasonable efforts so that the same shall be true with respect to its future research and development arrangements entered into in connection with the research provided for in Section 5.4), and (x) with respect to those agreements set forth in Exhibit G, Theraclone has not received any Material Copyrightnotice of being in breach of any such agreement and knows of no reason why it would receive such a notice. Theraclone hereby covenants that (1) both as to the agreements listed in Exhibit G and if the Theraclone Patents in the future include Patents with respect to which Theraclone or its Affiliate has acquired (including licensing) rights from any Third Party, Material Patent then Theraclone shall (and shall cause its Affiliates to) use Commercially Reasonable Efforts to comply fully with and maintain in full force and effect the agreement with the Third Party(ies) governing such acquisition (including licenses), not take any action that would allow the Third Party(ies) to terminate such an agreement, and disclose within five (5) days to Zenyaku any notice of breach received by Theraclone or Material Trademarkits Affiliate (and if not cured by Theraclone by one half of the way through the cure period then Zenyaku shall have the right to cure on Theraclone’s behalf, and in such event Zenyaku shall be entitled to credit the costs of such cure against payments otherwise due Theraclone under this Agreement), and (2) Theraclone shall not (and shall cause its Affiliates not to) during the term of this Agreement enter into any conflicting agreement or arrangement with any Third Party or any agreement or arrangement with any Third Party that would impair or diminish Zenyaku’s rights under this Agreement. 14.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, THERACLONE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH ABOVE IN THIS SECTION 14. ZKC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH ABOVE IN THIS SECTION 14.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes of this AgreementMortgagor hereby warrants, represents and covenants as follows: (a) the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that: (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties; (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any of the Material Copyrights, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of Except for the security interest granted herein hereby, liens created to secure payment of the purchase price for tangible fixed assets used by the Mortgagor in the ordinary course of its business, and the interest or title of lessors under any equipment lease entered into by Mortgagor in the remedies ordinary course of its business, Mortgagor is, and as to portions of the Personal Property to be acquired after the date hereof will be, the sole owner of the Personal Property, free from any adverse lien, security interest, encumbrance or adverse claims thereon of any kind whatsoever. Mortgagor will notify Mortgagee of, and will defend the Personal Property against, all claims and demands of all persons at any time claiming the same or any interest therein. (b) Mortgagor will not lease, sell, convey or in any manner transfer the Personal Property without the prior written consent of Mortgagee. (c) The Personal Property is not used or bought for Mortgagor's personal, family or household purposes. (d) The Personal Property will be kept on or at the Premises and Mortgagor will not remove the Personal Property from the Premises without the prior written consent of Mortgagee, except that so long as Mortgagor is not in Default hereunder, Mortgagor shall be permitted to dispose of such portions or items of Personal Property which are consumed or worn out in ordinary usage, all of which shall be promptly replaced by Mortgagor with property of like kind and quality and at least equal in value to that replaced and in such manner so that said new Personal Property shall be subject to the security interest created hereby and so that the security interest of Mortgagee hereunder; andshall be first in priority, it being expressly understood that all replacements of the Personal Property and any additions to the Personal Property shall be and become immediately subject to the security interest of this Mortgage and be covered hereby. (viiie) At the request of Mortgagee, Mortgagor will join Mortgagee in executing one or more financing statements and renewals and amendments thereof as well as any continuation statements pursuant to the UCC in form satisfactory to Mortgagee, and will pay the cost of filing the same in all public offices wherever filing is deemed by Mortgagee to be necessary or desirable to perfect the security interest created by this Mortgage. Mortgagor authorizes Mortgagee to file financing and continuation statements, and amendments and supplements thereto relating to the equipment, fixtures and Personal Property signed only by Mortgagee. (f) Mortgagor has will do all acts and things as Mortgagee may require or as may be necessary or appropriate to establish and maintain a first perfected security interest in the Personal Property, subject to no notice liens, encumbrances or security interests of any suits others. (g) All covenants and obligations of Mortgagor contained in this Mortgage shall be deemed to apply to the Personal Property whether or actions commenced or threatened in writing with respect not expressly referred to any Material Copyright, Material Patent or Material Trademarkherein. (h) This Mortgage constitutes a Security Agreement for all purposes under the UCC.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes of 17.1 Each party warrants that it has the right to enter into this Agreement, (a) and that this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms. 17.2 Based on its commercially reasonable diligence, Corixa warrants that to the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to best of its knowledge as of the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that: Effective Date (i) No Material CopyrightCorixa Patents existing as of the date hereof are valid and enforceable, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent Corixa owns or has the right to license to ZKC on the terms and Material Trademark is valid and enforceable; (iii) Mortgagor is conditions of this Agreement the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark Corixa Patents free and clear of any liens, charges and encumbrancesrestriction on use or encumbrances of any nature whatsoever, (iii) no Third Party, including, without limitation, licensesGenesis and Stanford Rook, shoprights Ltd., has any right to research, develop, use, have uxxx, xxxx, xxfer for sale, have sold, keep and covenants by Mortgagor not to sxx third parties; import the Licensed Product solely for use in the Licensed Field in the Territory, (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any the Licensed Product, the distribution, sale, marketing and import of the Material CopyrightsLicensed Product by ZKC, Material the Corixa Patents or Material Trademarks; and the Corixa Know-How does not infringe any rights, including patent rights, of Third Parties and (v) Mortgagor has there are no pending actions, either actual or threatened, relating to the unqualified right to execute and deliver this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material CopyrightsLicensed Products, Material Corixa Patents or Material Trademarks which would reasonably be expected Corixa Know-How. 17.3 ZKC acknowledges that the licenses granted to materially adversely affect ZKC herein include sublicenses under technology that has been licensed by Corixa from certain Third Parties (the fair market value "Corixa Third Party Agreements") attached as Exhibit F, and ZKC covenants that it shall comply with all terms and conditions of such Corixa Third Party Agreements that are applicable and relevant to ZKC's sublicense thereunder. Notwithstanding anything herein to the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitationcontrary, the priority or perfection foregoing covenant shall not be deemed to have the effect of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened limiting Corixa's representation and warranty set forth in writing with respect to any Material Copyright, Material Patent or Material TrademarkSection 17.2.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes As an inducement for Prestige's entering into this Agreement and with full knowledge that the truth and accuracy of the warranties, representations and covenants in this Agreement are being relied upon by Prestige, instead of the delay of a complete credit investigation, Seller warrants, represents and covenants that: (a) Seller is properly licensed and authorized to operate the business of environmental testing; (b) Seller is the sole and absolute owner of the Accounts and has the full legal right to make said sale, assignment and transfer; (c) The correct amount of each Account will be set forth on the Assignments; (d) Each Account is an accurate and undisputed statement of indebtedness from an account debtor for a sum certain, without offset or counterclaim and which is due and payable in ninety days or less; (e) Each Account is an accurate statement of a bona fide sale, delivery and acceptance of merchandise or performance of service by Seller to an account debtor; (f) Seller does not own, control or exercise dominion in any way whatsoever, over the business of any account debtor; (g) All financial records, statements, books or other documents shown to Prestige by Seller at any time either before or after the signing of this Agreement are true and accurate; (h) Seller will not under any circumstance or in any manner whatsoever, interfere with any of Prestige's rights under this Agreement; (i) Seller has not and will not, at any time, permit any lien, security interest or encumbrance to be created upon any of its accounts receivable and/or its inventory without the prior written consent of Prestige; (j) Seller will not change or modify the terms of the Accounts with any account debtor unless Prestige first consents in writing; (k) Seller will notify Prestige in writing in advance of: any change in Seller's place of business; Seller having or acquiring more than one place of business; any change in Seller's chief executive office; and/or any change in the office or offices where Seller's books and records concerning accounts receivable are kept; (1) Seller will immediately notify Prestige of any proposed or actual change of the Seller's and/or any account debtor's identity, legal entity or corporate structure. (m) All invoices will state plainly on their face that the Accounts represented thereby have been sold and assigned to Prestige and are payable only and directly to Prestige; and (n) No Account shall be on a bxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis; The warranties, representations and covenants contained in this paragraph 5 shall be continuous and be deemed to be renewed each txxx Xxxxxx assigns Accounts to Prestige. Notwithstanding the provisions contained in paragraph 6 of this Agreement, (a) Prestige shall have recourse against the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as Seller in the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that: (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties; (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to event that any of the Material Copyrightswarranties, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute representations and deliver covenants set forth in this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademarkparagraph 5 are breached.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes As an inducement for Prestige's entering into this Agreement and with full knowledge that the truth and accuracy of the warranties, representations and covenants in this Agreement are being relied upon by Prestige, instead of the delay of a complete credit investigation, Seller warrants, represents and covenants that: (a) Seller is properly licensed and authorized to operate the business of electric service provider; (b) Seller is the sole and absolute owner of the Accounts and has the full legal right to make said sale, assignment and transfer; (c) The correct amount of each Account will be set forth on the Assignments; (d) Each Account is an accurate and undisputed statement of indebtedness from an account debtor for a sum certain, without offset or counterclaim and which is due and payable in ninety days or less; (e) Each Account is an accurate statement of a bona fide sale, delivery and acceptance of merchandise or performance of service by Seller to an account debtor; (f) Seller does not own, control or exercise dominion in any way whatsoever, over the business of any account debtor; (g) All financial records, statements, books or other documents shown to Prestige by Seller at any time either before or after the signing of this Agreement are true and accurate; (h) Seller will not under any circumstance or in any manner whatsoever, interfere with any of Prestige's rights under this Agreement; (i) Seller has not and will not, at any time, permit any lien, security interest or encumbrance to be created upon any of its accounts receivable and/or its inventory without the prior written consent of Prestige; (j) Seller will not change or modify the terms of the Accounts with any account debtor unless Prestige first consents in writing; (k) Seller will notify Prestige in writing in advance of: any change in Seller's place of business; seller having or acquiring more than one place of business; any change in Seller's chief executive office; and/or any change in the office or offices where Seller's books and records concerning accounts receivable are kept; (l) Seller will immediately notify Prestige of any proposed or actual change of the Seller's and/or any account debtor's identity, legal entity or corporate structure. (m) All invoices will state plainly on their face that the Accounts represented thereby have been sold and assigned to Prestige and are payable only and directly to Prestige; and (n) No Account shall be on a bxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis; The warranties, representations and covenants contained in this paragraph 5 shall be continuous and be deemed to be renewed each txxx Xxxxxx assigns Accounts to Prestige. Notwithstanding the provisions contained in paragraph 6 of this Agreement, (a) Prestige shall have recourse against the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as Seller in the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that: (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties; (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to event that any of the Material Copyrightswarranties, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute representations and deliver covenants set forth in this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademarkparagraph 5 are breached.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes of this AgreementMortgagor hereby warrants, represents and covenants as follows: (a) Mortgagor is, and as to portions of the Copyrights listed on Exhibit A heretoPersonal Property in substitution or replacement thereof and therefor to be acquired after the date hereof will be, the sole owner of the Personal Property, free from any other registered Copyrights adverse lien, security interest, encumbrance or adverse claims thereon of any kind whatsoever, and Mortgagor will notify Mortgagee of, and will defend the Personal Property against, all claims and demands of all persons at any other Copyrights material to Mortgagor’s business are collectively referred to as time claiming the “Material Copyrights”, same or an interest therein. (b) This Mortgage constitutes a security agreement and financing statement for all purposes under the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, Code. (c) the Trademarks listed on Exhibit C heretoThe Personal Property is not used or bought for personal, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and family or household purposes. (d) Mortgagor agrees to take any Licenses added and all action requested by the Mortgagee to Exhibit D hereto pursuant to Section 5, below, perfect the security interest of the Mortgagee in the Personal Property and any other Licenses material to Mortgagor’s business are collectively referred to replacements or substitutions as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that:contemplated hereby. (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable; (iiie) Mortgagor is maintains a place of business in the sole State of Idaho and exclusive owner of the entire unencumbered right, title and interest Mortgagor will immediately notify Mortgagee in and to each Material Copyright, Material Patent and Material Trademark free and clear writing of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties; (iv) Mortgagor has no notice change in its place of any suits or actions commenced or threatened business as set forth in writing with respect to any of the Material Copyrights, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee beginning of this Mortgage. (f) At the request of Mortgagee, includingMortgagor will join Mortgagee in executing one or more financing statements and renewals and amendments thereof as well as any continuation statements pursuant to the Code in form satisfactory to Mortgagee, without limitationand will pay the cost of filing the same in all public offices wherever filing is deemed by Mortgagee to be necessary or desirable. Mortgagor authorizes Mortgagee to file financing and continuation statements, and amendments and supplements thereto relating to the priority Personal Property. (g) Mortgagor will do all acts and things as Mortgagee may require or perfection of the as may be necessary or appropriate to establish and maintain a first perfected security interest granted herein or in the remedies of Mortgagee hereunder; andPersonal Property. (viiih) All covenants and obligations of Mortgagor has no notice of any suits contained in this Mortgage shall be deemed to apply to the Personal Property whether or actions commenced or threatened in writing with respect not expressly referred to any Material Copyright, Material Patent or Material Trademarkherein.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes As an inducement for Prestige's entering into this Agreement and with full knowledge that the truth and accuracy of the warranties, representations and covenants in this Agreement are being relied upon by Prestige, instead of the delay of a complete credit investigation, Seller warrants, represents and covenants that: (a) Seller is properly licensed and authorized to operate the business of environmental testing; (b) Seller is the sole and absolute owner of the Accounts and has the full legal right to make said sale, assignment and transfer; (c) The correct amount of each Account will be set forth on the Assignments; (d) Each Account is an accurate and undisputed statement of indebtedness from an account debtor for a sum certain, without offset or counterclaim and which is due and payable in ninety days or less; (e) Each Account is an accurate statement of a bona fide sale, delivery and acceptance of merchandise or performance of service by Seller to an account debtor; (f) Seller does not own, control or exercise dominion in any way whatsoever, over the business of any account debtor; (g) All financial records, statements, books or other documents shown to Prestige by Seller at any time either before or after the signing of this Agreement are true and accurate; (h) Seller will not under any circumstance or in any manner whatsoever, interfere with any of Prestige's rights under this Agreement; (i) Seller has not and will not, at any time, permit any lien, security interest or encumbrance to be created upon any of its accounts receivable and/or its inventory without the prior written consent of Prestige; (j) Seller will not change or modify the terms of the Accounts with any account debtor unless Prestige first consents in writing; (k) Seller will notify Prestige in writing in advance of: any change in Seller's place of business; Seller having or acquiring more than one place of business; any change in Seller's chief executive office; and/or any change in the office or offices where Seller's books and records concerning accounts receivable are kept; (1) Seller will immediately notify Prestige of any proposed or actual change of the Seller's and/or any account debtor's identity, legal entity or corporate structure. (m) All invoices will state plainly on their face that the Accounts represented thereby have been sold and assigned to Prestige and are payable only and directly to Prestige; and (n) No Account shall be on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis; The warranties, representations and covenants contained in this paragraph 5 shall be continuous and be deemed to be renewed each xxxx Xxxxxx assigns Accounts to Prestige. Notwithstanding the provisions contained in paragraph 6 of this Agreement, (a) Prestige shall have recourse against the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as Seller in the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that: (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties; (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to event that any of the Material Copyrightswarranties, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute representations and deliver covenants set forth in this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademarkparagraph 5 are breached.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes The parties agree that Seller ----------------------------------------- has made no representations or warranties to Purchaser of this Agreementany kind regarding the financial or business status of the Property, (a) other than as set forth in the Copyrights listed on Exhibit A hereto, any other registered Copyrights Option Agreement and any other Copyrights material to Mortgagor’s business are collectively referred to as the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents these terms and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks conditions. Seller hereby represents and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, belowwarrants to, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee covenants with, Purchaser that: (i) No Material CopyrightA. Seller has good, Material Patent or Material Trademark has been adjudged invalid or unenforceable ormarketable and insurable title to the Real Property, has been cancelled, in whole or in part; (ii) Each Material Copyright, Material Patent and Material Trademark the Real Property is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any all liens, charges encumbrances, restrictions, security interests, covenants, conditions and other matters in any way affecting title to the Real Property, other than the Permitted Exceptions, save for the Loan (which will be satisfied at Closing as payment of the Purchase Price). B. Seller has no knowledge of any declarations, covenants or restrictions of record which should prevent the continued use of the Property as a 381-space mobile home park, all of which are fully developed with full utility services and fully rentable. C. There are no pending or threatened condemnation or similar proceeding affecting the Real Property, or any part thereof. D. Except as otherwise disclosed to Purchaser in writing, to Seller's knowledge, there are no action, suits or other legal or administrative proceedings, including bankruptcy proceedings, pending or threatened, against or involving Seller or the Property which could affect the consummation of the transactions contemplated hereby. E. No goods or services have been contracted for or furnished to the Real Property which will give rise to any mechanic's liens or other liens affecting all or any part of the Real Property, except for ongoing maintenance expense, which will be paid in full prior to or at Closing. Seller may contract for repairs or services which could result in a lien but Seller shall not allow any such liens to attach to the Real Property and shall execute an appropriate affidavit of no liens at Closing upon which Purchaser and the Title Insurer may rely. F. That except as shown on any surveys obtained pursuant to Paragraph 5, there are no encroachments on the Property and the Improvements which are constructed on the Property do not encroach upon the land of others. G. Seller has entered into no covenants, conditions, easements, restrictions, agreements or encumbrances which would prohibit the operation of a mobile home park on the Real Property. H. There are no rental agreements which affect the Real Property except as set forth in the rent roll attached as Appendix "C" (the "Rent ------------ ---- Roll") which has been provided by Seller. There are no rental ---- agreements in excess of twelve (12) months and no rental agreements affording discounted rents except as set forth in the Rent Roll. The information contained therein is true and correct as of the Effective Date; no rental agents, brokers or finders have any rights with regard to such rental agreements, and there are no commissions payable in connection therewith; no tenant has an option to purchase any part of the Property; and Seller is the landlord under each such rental agreement and has the right to assign same to Purchaser. I. To the best of Seller's knowledge, Seller is in compliance with Chapter 723, Florida Statutes, and all regulations promulgated thereunder. J. Water and sewer services are provided by the City of Palm Beach Gardens, Florida ("City"), and all costs of design, construction and ---- permitting of water and sewer facilities and all connection fees have been paid. Seller is current in its obligation to the City for water and sewer services. K. The Tangible Personal Property is in good working condition, and at the time of Closing will be in good working order; and the Tangible Personal Property is free and clear of all liens and encumbrances, except as otherwise provided in these terms and conditions. L. Seller has the right to assign the name by which the Property is commonly known and to use that name in the operation of the Property. Seller represents to Purchaser that Seller has received no notice objecting to the use of this name for the Property, but Seller otherwise makes no warranty or representation as to Purchaser's ability to use or to continue to use this name. M. To the best of Seller's knowledge, the information contained in the Financial Statements identified in Appendix "D" attached hereto is true and correct in all material respects. Seller has not been notified of any material increases in expenses that are not reflected in such statements; for the financial statements reflecting the fiscal year 1995-1996, no part of the net operating income shown thereon is attributable to the approximately 89 unrented mobile home spaces on the Property. N. To the best of Seller's knowledge, there are no existing or continuing violations of any law, ordinance, rule, order, regulation, code or requirement, including any requirement contained in any hazard insurance policy covering the Property or any part thereof or of any board of fire underwriters or other body exercising a similar function, which are applicable to the Property or to any part thereof or which are applicable to the use or manner of use, occupancy, possession or operation of the Property, except as disclosed by those documents provided by Seller pursuant to Paragraph 3 hereof. O. To the best of Seller's knowledge, Seller has obtained and kept in good standing all governmental permits, licenses and approvals necessary for the operation of the Property, including, without limitationas applicable, licensesall health permits, shoprights Department of Environmental Protection permits and covenants HRS permits, and Seller has not received notice of any material violations thereunder. P. To the best of Seller's knowledge and except as disclosed by Mortgagor documents delivered by Seller hereunder, the use of the Property is consistent with the zoning uses authorized and permitted by the ordinances of the City and County where the Property is located; and, except those disclosed to Purchaser pursuant to Paragraph 3 hereof there are no unpaid assessments, impact fees or other development type charges pertaining to the Property except those disclosed to Purchaser pursuant to Paragraph 3 hereof. Q. Seller has not entered into any commitments or agreements with any governmental authorities or agencies affecting the Property excepting those disclosed by Purchaser pursuant to sxx third parties;Paragraph 3 hereof, and Seller has received no notices from any such governmental agencies and has no independent knowledge of uncured violations at the Property of building, fire, air pollution or zoning codes, rules, ordinances or regulations, environmental and hazardous substances laws, or other rules, ordinances or regulations relating to the Property. R. Neither the execution and delivery of the Option Agreement by Seller, nor the consummation by Seller of the transactions contemplated hereby will (i) require Seller to file or register with, notify, or obtain any permit, authorization, consent, or approval of, any governmental or regulatory authority; (ii) conflict with or breach any provision of the Articles of Incorporation, Bylaws or other corporate documents of Seller; (iii) violate or breach any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Seller is a party, or by which Seller, the Property or any of Seller's material assets may be bound; or (iv) Mortgagor has no notice violate any order, writ, injunction, decree, judgment, statute, law or ruling of any suits court or actions commenced governmental authority applicable to Seller, the Property or threatened in writing with respect to any of Seller's material assets. S. To the Material Copyrightsbest of Seller's knowledge, Material Patents neither these terms and conditions nor any Appendix nor any written statement or Material Trademarks;transaction document furnished or to be furnished by Seller to Purchaser in connection with the transactions contemplated by these terms and conditions contain or will contain any untrue statement of material fact or omits or will omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. T. Prior to the Closing, Seller will only enter into customary, twelve (v12) Mortgagor has the unqualified right month rental agreements. Seller will not enter into any amendment to execute and deliver this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made modification of any of the Material Copyrightsrental agreements prior to the Closing which will reduce, Material Patents forgive or Material Trademarks postpone any rents or which would reasonably be expected to otherwise materially adversely affect the fair market value of the Material CopyrightsProperty, Material Patents without Purchaser's consent, which will not be unreasonably withheld. There are no commissions or Material Trademarks other fees payable to any person, entity or agent on the benefits rentals collected or to Mortgagee be collected under the rental agreements save as agreed with Purchaser in writing. U. Except as disclosed to Purchaser in writing, no person, firm, corporation or other legal entity whatsoever, other than Purchaser, has any right, contract or option whatsoever to acquire the Property or any portion or portions thereof or any interest or interests therein, except for the rights of this Mortgagethe tenants of the Property under Florida Statutes Section 723.071. ---------------- V. Seller specifically represents, covenants and warrants that, to the best of its actual knowledge, the Property and the use and operation thereof will comply with all state and Federal environmental laws, rules and regulations, including, without limitation, the priority or perfection Federal Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act of 1980 and all amendments and supplements thereof and shall continue to comply therewith at all times. Specifically, and without limiting the generality of the security interest granted herein of the foregoing, Seller represents, covenants and warrants that Seller has not used the Property and that to the best of its actual knowledge, the Property is not now being used for the handling, storage, transportation, or the remedies disposal of Mortgagee hereunder; and (viii) Mortgagor has no notice hazardous or toxic materials, nor is Seller aware of any suits hazardous substances used, stored or actions commenced handled on land adjacent to the Property. Further, Seller represents and warrants that Seller has never been cited or threatened notified of any violation of any state or federal environmental law, rule or regulations. In the event that the representations and warranties contained herein prove to be incorrect, Seller agrees to indemnify, defend, and hold Purchaser harmless from and against any loss to Purchaser, for which Seller is directly liable, including, without limitation, reasonable attorneys' fees and costs of site investigation and cleanup, incurred by Purchaser, but excluding consequential damages, as a result of Seller's handling, storage, transportation, or disposal of hazardous or toxic materials during Seller's ownership of the Property. This provisions shall survive the Closing of the purchase and shall not be merged in writing with respect to any Material Copyright, Material Patent or Material Trademarkthe deed.

WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes (a) Discovery hereby represents and warrants to Laureate that it or its Third Party suppliers, as applicable, have legal title and/or a valid license to the Materials, process patents, Drug Product and Drug Substance and that Laureate's performance of the Program will not violate or infringe on the patents, industrial property rights, trade secrets, trademarks, tradenames, servicemarks, copyrights or any other intellectual property rights of any Third Party. Discovery further represents and warrants that it is, and shall at all times throughout the term of this Agreement remain, entitled to supply Materials, Drug Product, Drug Substance and Discovery Confidential Information to Laureate. TECHNOLOGY TRANSFER AND MANUFACTURING AGREEMENT (b) Discovery shall notify Laureate immediately if Discovery knows or should know that it is no longer entitled to supply the Materials, product and process patents, Drug Products, Drug Substance, any other materials and/or Discovery Confidential Information to Laureate or that the use by Laureate of such materials and/or information infringes or is alleged to infringe any rights (including any intellectual or industrial property rights) vested in any Third Party. (c) Discovery hereby represents and warrants to Laureate that Discovery has performed all required testing to assure that the Materials, Drug Substance and Drug Product are safe, stable and effective and are and will be in compliance with all federal, state and local laws and regulations required for use and distribution and testing of such materials in connection with the clinical trials and the commercialization of the Drug Product, and that such materials pose no safety or environmental risk and that such Materials meet the Specifications. (d) Discovery hereby represents to Laureate that any technical or regulatory information or documentation supplied by Discovery or on its behalf to Laureate (including, but not limited to, process details, analytical methods, Specifications, development reports, technology transfer documents, plans, engineering documents and other documents) and required for execution of the Program is accurate and suitable for its intended use. (e) Each Party hereby represents and warrants to the other Party that it has full power and authority to enter into, deliver and perform its obligations under this Agreement, (a) and it has taken all action required to authorize the Copyrights listed on Exhibit A hereto, any other registered Copyrights execution and any other Copyrights material delivery of this Agreement and to Mortgagor’s business are collectively referred to as consummate the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, belowtransactions contemplated hereby, and any other Licenses material the person signing this Agreement on behalf of such Party has been duly authorized to Mortgagor’s business are collectively referred act on behalf of and to as the “Material Licenses”. Mortgagor bind such Party. (f) Laureate warrants and represents to Mortgagee that: that (i) No Material Copyrightthe Program will be performed diligently, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part; (ii) Each Material Copyrightit will use all commercially reasonable efforts to achieve the estimated deadlines for the Program, Material Patent and Material Trademark is valid and enforceable; (iii) Mortgagor is the sole and exclusive owner Drug Product will meet in all material respects the Specifications set forth in the Program at the time of delivery to Discovery. Laureate makes no warranties that the entire unencumbered right, title and interest Program will result in and to each Material Copyright, Material Patent and Material Trademark free and clear any specific quantity of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties;Drug Product. (ivg) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any of the Material CopyrightsTHE EXPRESS WARRANTIES OF LAUREATE SET FORTH IN SECTION 20 ARE IN LIEU OF ALL CONDITIONS, Material Patents or Material Trademarks; (v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms; (vi) Mortgagor has no Material Licenses; (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material CopyrightsWARRANTIES AND STATEMENTS IN RESPECT OF THE PROGRAM AND/OR THE DRUG PRODUCT, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material CopyrightsWHETHER EXPRESS OR IMPLIED BY STATUTE, Material Patents or Material Trademarks or the benefits to Mortgagee of this MortgageCUSTOM OF THE TRADE OR OTHERWISE, includingINCLUDING ANY SUCH CONDITION, without limitationWARRANTY OR STATEMENT RELATING TO THE DESCRIPTION OR QUALITY OF THE DRUG PRODUCT UPON COMPLETION OF LAUREATE'S SERVICES, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material CopyrightITS FITNESS FOR A PARTICULAR PURPOSE OR USE UNDER ANY CONDITIONS, Material Patent or Material TrademarkWHETHER OR NOT KNOWN TO LAUREATE, AND THAT ANY SUCH CONDITION, WARRANTY OR STATEMENT IS EXCLUDED FROM THIS AGREEMENT.