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interest in the Collateral adverse to character of the properties owned by it therein 3.6. intentionally Omitted. custodian and a determination by Creditor,in
<br /> Debtor or Creditor or in which the transaction of its business good faith but in its sole discretion,that the
<br /> 2.2.13. Further Assurances makes such qualification necessary same could have a material adverse effect on
<br /> 3.7. Survival. the prospect for Creditor to fully and
<br /> Debtor shall do,make,execute and deliver 3.2. Authority.
<br /> All representations and warranties contained punctually realize the full benefits conferred
<br /> all such additional and further acts,things, Debtor has full power and authority to enter in or made in connection with this Agreement on Creditor by this Agreement.
<br /> deeds, assurances, instruments and into this Agreement, to execute and deliver and the other Loan Documents shall survive
<br /> documents as Creditor may request to vest all documents and instruments required 6. MISCELLANEOUS.
<br /> the Closing.
<br /> in and assure to Creditor its rights hereunder and to incur and perform the 6.1. Modifications.
<br /> hereunder or in an of the Collateral, obligations provided for herein,all of which 4. AFFIRMATIVE COVENANTS.
<br /> Y g P No modifications or waiver of any provision
<br /> including, without limitation, placing have been duly authorized by all necessary Debtor covenants and agrees with Creditor that, of this Agreement or any of the Loan
<br /> legends on Collateral or on books and and proper corporate and other action,and no until Obligations have been paid in full. Documents,and no consent by Creditor to any
<br /> records pertaining to Collateral stating that consent or approval of any person,including, 4.1. Intentionally Omitted departure by Debtor therefrom,shall in any
<br /> Creditor has a security interest therein without limitation,stockholders of Debtor and event be effective unless the same shall be in
<br /> 2.2.C. Financing Statements. any public authority or regulatory body, writing,and then such waiver or consent shall
<br /> which has not been obtained is required as a 4.2. Further Assurances and Corrective be effective only in the specific instance and
<br /> Debtor authorizes Creditor to file condition to the validityor enforceability Instruments.
<br /> Financing Statements and Continuation y for the purpose for which given. No notice to
<br /> hereof or thereof Promptly execute,acknowledge and deliver, or demand upon Debtor in any case shall
<br /> Statements covering the Collateral and all or cause to be executed,acknowledged and entitle Debtor to an other or further notice or
<br /> assets of Debtor(using such term or words 3.3. Binding Agreements. g Y
<br /> of similar effect) and containing such This Agreement has been duly and properly delivered,to Creditor from time to time such demand in the same, similar or other
<br /> legends as Creditor shall deem necessary executed by Debtor,constitutes the valid and supplements hereto and such other circumstances
<br /> or desirable to protect Creditor's interest in legally and documents as may be legally binding obligation of Debtor and is 6.2. Notices
<br /> the Collateral Debtor agrees to a all full enforceable against Debtor in requested by Creditor to protect and preserve
<br /> 6n pay Y g 6.2.A. Generally.
<br /> taxes,fees and costs(including attorneys' accordance with its terms,subject only to laws the Collateral, Creditor's security interest
<br /> fees) paid or incurred by Creditor in affecting the rights of creditors generally and therein, perfection of Creditor's security Any notice, request or other
<br /> connection with the preparation,film or application of generalprinciples of a uit interest and/or Creditor's rights and remedies communication in connection with this
<br /> P P g PP g equity. hereunder. Agreement,shall be in writing and,if sent
<br /> recordation thereof 3.4. No Conflicting Agreements. 5. b registered or certified mail, shall be
<br /> The execution,
<br /> 2.2.D. Delivery of Documents delivery and performance by T EVENTShe occurrence ce DEFAULT of any one o more of the y
<br /> deemed to have been given when received
<br /> T
<br /> Whenever required by Creditor, Debtor Debtor of this Agreement and the Note will by the party to whom directed,or,if sent
<br /> shall promptly deliver to Creditor,with all not(A)violate (1)any provision of Law or following events shall constitutee an"Event of by mail but not registered or certified,
<br /> endorsements and/or assignments required any order,rule or regulation of any court or Default": three Business Days after being deposited
<br /> by Creditor,all Instruments,Chattel Paper, Governmental Authority, (2)any award of 5.1. Failure to Pay. in the mail,postage prepaid,provided that
<br /> guaranties and the like received by Debtor any arbitrator,(3)the Charter or Bylaws of The failure of Debtor to pay or perform any of any such notice or communication shall be
<br /> constituting,evidencing or relating to any Debtor, or (4)any indenture, contract, the Obligations as and when due and payable addressed to a party hereto as provided
<br /> of the Collateral or proceeds of any of the agreement,mortgage,deed of trust or other (whether by acceleration, declaration, below(or at such other address as such
<br /> Collateral. instrument to which Debtor is a party or by extension or otherwise) party shall specify in writing to the other
<br /> 3. REPRESENTATIONS AND which Debtor or any of its property is bound, 5.2. Covenants and Agreements Parties hereto)
<br /> WARRANTIES or(B)be in conflict with,result in a breach of
<br /> or constitute(with due notice and/or lapse of The failure of Debtor to perform,observe or if to the Debtor:
<br /> To induce Creditor to enter into this Agreement, time) a material default under, any such comply with any of the covenants of this
<br /> Debtor represents and warrants to Creditor that award, indenture, contract, agreement, Agreement or an A eement of the Loan Documents. Colorado Silver Mines,LLC
<br /> Y
<br /> 3.1. Good Standing mortgage,deed of trust or other instrument,or 5.3. Default under Loan Documents.
<br /> Debtor is a limited liability company duly result in the creation or imposition of any Lien The occurrence of an Event of Default under Attm
<br /> organized, legally existing and in good upon any of the property or assets of Debtor any of the Loan Documents.
<br /> standing under the laws of the State of its except for Liens created in favor of Creditor
<br /> Creditor-
<br /> incorporation, has the power to own its under or pursuant to this Agreement 5.4. Attachment by Creditors. • If to the Creditor•
<br /> An assets of Debtor shall be attached,levied Alliance Management,LLC
<br /> property and to carry on its business and is 3.5. intentionally Omitted. Y
<br /> duly qualified to do business and is in good upon,seized or repossessed,or come into the
<br /> standing in each jurisdiction in which the possession of a trustee, receiver or other
<br /> Exhibit 1 Exhibit 1
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