Common use of Covenants as to the Collateral Clause in Contracts

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) at such Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Collateral against the claims of any person; (b) at such Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled to vote under the terms of Section 7 hereof; (c) not sell, assign, transfer, convey, or otherwise dispose of its rights in or to the Collateral or any interest therein; nor will any Pledgor create, incur or permit to exist any Lien whatsoever with respect to any of the Collateral or the proceeds thereof other than that created hereby; and (d) not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s security interest in and Lien on any Collateral.

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) at such Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Collateral against the claims of any personPerson; (b) at such Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled to vote under the terms of Section 7 hereof; (c) not sell, assign, transfer, convey, or otherwise dispose of its rights in or to the Collateral or any interest therein; nor will any Pledgor create, incur or permit to exist any Lien whatsoever with respect to any of the Collateral or the proceeds thereof other than that created hereby; and (d) not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s security interest in and Lien on any Collateral.

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and Until Satisfaction in Full of the Securities Purchase Agreement and the other Transaction Documents shall not have been terminatedObligations, each Pledgor severally covenants that such Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Collateral owned or purported to be owned by it and permit the Collateral Agent, or any designees or representatives thereof, at time and from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such Pledgor’s records in accordance with Section 5(l) of the Security Agreement; (b) at the Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by any Pledgor in respect of the Collateral; (c) at the Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Collateral against the claims of any personPerson; (bd) at such Pledgor’s the Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled exercise pursuant to vote under the terms of Section 7 hereof; (ce) except as expressly permitted by this Agreement or the other Transaction Documents, not sell, assignassign (by operation of law or otherwise), transfer, convey, exchange or otherwise dispose of its rights in or to the any Collateral or any interest therein; nor will therein except in the ordinary course of business; (f) except as expressly permitted by this Agreement or the other Transaction Documents, not create or suffer to exist any Pledgor createLien, incur upon or with respect to any Collateral; (g) except as expressly permitted by this Agreement or the other Transaction Documents, not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any Lien whatsoever restriction with respect to any of the Collateral Collateral; (h) except as expressly permitted by this Agreement or the proceeds other Transaction Documents, not permit the issuance of (i) any additional shares of any class of capital stock, partnership interests, member interests or other equity of any Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock of any Subsidiary or (iii) any warrants, options, contracts or other than that created herebycommitments entitling any Person to purchase or otherwise acquire any such shares of capital stock of any Subsidiary; (i) except as expressly permitted by this Agreement or the other Transaction Documents, not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest of any Subsidiary described in Schedule I hereto; and (dj) except as expressly permitted by this Agreement or the other Transaction Documents, not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s 's security interest in and Lien on any Collateral.

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Collateral owned or purported to be owned by it, and permit the Collateral Agent, or any designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such Pledgor’s records; (b) at the Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by any Pledgor in respect of the Collateral; (c) at the Pledgors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Collateral against the claims of any personPerson (other than the holders of Permitted Liens); (bd) at such Pledgor’s the Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the a Pledgor is entitled to vote under the terms of Section 7 hereofhererof; (ce) not sell, assignassign (by operation of law or otherwise), transfer, convey, exchange or otherwise dispose of its rights in or to the any Collateral or any interest therein; nor will therein except in the ordinary course of business or as expressly permitted by the Securities Purchase Agreement or the Notes; (f) not create or suffer to exist any Pledgor createLien, incur upon or with respect to any Collateral except for Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any Lien whatsoever restriction with respect to any of the Collateral or the proceeds thereof other than that created herebypursuant to the Transaction Documents; (h) except as expressly permitted by the Securities Purchase Agreement, not permit the issuance of (i) any additional shares of any class of capital stock, partnership interests, member interests or other equity of any Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of capital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (dj) not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s security interest in and Lien on any Collateral.

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such The Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) Keep adequate records concerning the Collateral and permit the Agent or any agents or representatives thereof at any reasonable time and from time to time to examine and make copies of and abstracts from such records. (b) At the Pledgor’s expense, promptly deliver to the Agent a copy of each notice or other communication received by the Pledgor in respect of the Collateral, together with a copy of any reply by the Pledgor thereto. (c) At the Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Collateral against the claims of any person;. (bd) at such At the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created herebyhereby (whether pursuant to laws, rules, regulations or general practices currently in effect or adopted subsequent to the date hereof), (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral Collateral, or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered and executing and filing such financing or continuation statements, or amendments thereto, as may be necessary or that the Agent may reasonably request in order to perfect and preserve the name of such Pledgor, except for Collateral which the Pledgor is entitled security interest purported to vote under the terms of Section 7 hereof;be created hereby. (ce) not Not sell, assignassign (by operation of law or otherwise), transfer, convey, exchange or otherwise dispose of its rights in or to the any Collateral or any interest therein; nor will . (f) Not create or suffer to exist any Pledgor createlien, incur security interest or other charge or encumbrance upon or with respect to any Collateral except for the security interest created hereby and the security interest of the Bank. (g) Not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any Lien whatsoever restriction with respect to any of the Collateral or the proceeds thereof other than that created hereby; andpursuant hereto. (dh) not take or fail to Not take any action which would in any manner impair the validity value or enforceability of the Collateral Agent’s security interest in and Lien on any Collateral.

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Collateral owned or purported to be owned by it, and permit, subject to Section 4 (i) of the Securities Purchase Agreement, the Collateral Agent, or any designees or representatives thereof at time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such Pledgor’s records; (b) at the Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by any Pledgor in respect of the Collateral; (c) at the Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Collateral against the claims of any personPerson (other than the holders of Permitted Liens); (bd) at such Pledgor’s the Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled exercise pursuant to vote under the terms of Section 7 hereof; (ce) not sell, assignassign (by operation of law or otherwise), transfer, convey, exchange or otherwise dispose of its rights in or to the any Collateral or any interest therein; nor will therein except in the ordinary course of business or as expressly permitted by the Securities Purchase Agreement or the Notes; (f) not create or suffer to exist any Pledgor createLien upon or with respect to any Collateral, incur except for Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any Lien whatsoever restriction with respect to any of the Collateral or the proceeds thereof other than that created herebypursuant to the Transaction Documents; (h) except as expressly permitted by the Securities Purchase Agreement, not permit the issuance of (i) any additional shares of any class of capital stock, partnership interests, member interests or other equity of any Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock of any Subsidiary or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of capital stock of any Subsidiary; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest of any Subsidiary described in Schedule I hereto, except as issued in accordance with the Transaction Document or as previously issued and delivered to Collateral Agent in accordance with the terms of this Agreement; and (dj) not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s 's security interest in and Lien on any Collateral.

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Collateral owned or purported to be owned by it, and permit, in accordance with Section 4 (i) of the Securities Purchase Agreement, the Collateral Agent, or any designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such Pledgor’s records; (b) at the Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by any Pledgor in respect of the Collateral; (c) at the Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Collateral against the claims of any personPerson (other than the holders of Permitted Liens); (bd) at such Pledgor’s the Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled exercise pursuant to vote under the terms of Section 7 hereof; (ce) not sell, assignassign (by operation of law or otherwise), transfer, convey, exchange or otherwise dispose of its rights in or to the any Collateral or any interest therein; nor will therein except in the ordinary course of business or as expressly permitted by the Securities Purchase Agreement or the Notes; (f) not create or suffer to exist any Pledgor createLien, incur upon or with respect to any Collateral except for Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any Lien whatsoever restriction with respect to any of the Collateral or the proceeds thereof other than that created herebypursuant to the Transaction Documents; (h) except as expressly permitted by the Securities Purchase Agreement, not permit the issuance of (i) any additional shares of any class of capital stock, partnership interests, member interests or other equity of any Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock of any Subsidiary or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of capital stock of any Subsidiary; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest of any Subsidiary described in Schedule I hereto; and (dj) not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s 's security interest in and Lien on any Collateral.

Covenants as to the Collateral. So long as any of the Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor willoutstanding, unless the Collateral Agent Investors shall otherwise consent in writing: (a) The Grantor will at such Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Collateral against the claims of any person; (b) at such Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Investors may reasonably request in order to (i) to perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, ; (ii) to enable the Collateral Agent Investors to exercise and enforce its their rights and remedies hereunder in respect of the Collateral Collateral; or (iii) otherwise to effect the purposes of this Agreement, including, without limitation: (A) marking conspicuously each chattel paper included in the Receivables and each Related Contract and, delivering at the request of the Investors, each of its records pertaining to the Collateral Agent irrevocable proxies with a legend, in respect form and substance satisfactory to the Investors, indicating that such chattel paper, Related Contract or Collateral is subject to the pledge and security interest created hereby, (B) if any Receivable shall be evidenced by a promissory note or other instrument or chattel paper, delivering and pledging to the Investors hereunder such note, instrument or chattel paper duly endorsed and accompanied by executed instruments of transfer or assignment, all in form and substance satisfactory to the Investors, (C) executing and filing such financing or continuation statements, or amendments thereto, as may be necessary or desirable or that the Investors may request in order to perfect and preserve the security interest purported to be created hereby, and (D) furnishing to the Investors from time to time statements and schedules further identifying and describing the Collateral registered and such other reports in connection with the name of such PledgorCollateral as the Investors may reasonably request, except for Collateral which the Pledgor is entitled to vote under the terms of Section 7 hereof;all in reasonable detail. (cb) Unless the Grantor shall have given the Investors not sellless than 30 days' prior notice thereof, assignthe Grantor will not change (i) its name, transfer, convey, identity or otherwise dispose of its rights in or to the Collateral or any interest therein; nor will any Pledgor create, incur or permit to exist any Lien whatsoever with respect to any of the Collateral or the proceeds thereof other than that created hereby; and (d) not take or fail to take any action which would corporate structure in any manner impair or (ii) the validity or enforceability location of the Collateral Agent’s security interest in and Lien on any Collateralits chief executive office.

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such the Pledgor will, unless the Collateral Agent Buyer shall otherwise consent in writing: (a) keep adequate records concerning the Collateral and permit the Buyer, or any designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records; (b) at the Pledgor’s expense, promptly deliver to the Buyer a copy of each material notice or other material communication received by the Pledgor in respect of the Collateral; (c) at the Pledgor’s expense, defend the Collateral AgentBuyer’s right, title and security interest in and to the Collateral against the claims of any personPerson; (bd) at such the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Buyer may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent Buyer to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Buyer irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled to vote under the terms of Section 7 hereofCollateral; (ce) not sell, assignassign (by operation of law or otherwise), transfer, convey, exchange or otherwise dispose of its rights in or to the any Collateral or any interest therein; nor will therein except as expressly permitted by the Securities Purchase Agreement; (f) not create or suffer to exist any Pledgor createLien, incur upon or with respect to any Collateral except for the Lien created hereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any Lien whatsoever restriction with respect to any of the Collateral or the proceeds thereof other than that created herebypursuant to the Transaction Documents; (h) except as expressly permitted by the Securities Purchase Agreement, not permit the issuance of (i) any additional shares of any class of capital stock, partnership interests, member interests or other equity of any Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of capital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (dj) not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral AgentBuyer’s security interest in and Lien on any Collateral.

Covenants as to the Collateral. So long as any of the Obligations shall remain outstanding outstanding, the Borrower and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor Guarantor will, unless the Collateral Agent Lender shall otherwise consent in writing: (a) permit the Lender, its agents or representatives, at such Pledgorany reasonable time and from time to time to examine and make copies of and abstracts from records concerning the Collateral reasonably in the possession of Borrower or Guarantor; (b) at Borrower’s expense, promptly deliver to the Lender a copy of each notice or other communication received by it or Guarantor in respect of the Collateral; (c) at Bxxxxxxx’s expense, defend the Collateral AgentLender’s right, title and security interest in and to the Collateral against the claims of any personperson or entity; (bd) at such PledgorBorrower’s expense, at any time and from time to time, cause Borrower or Guarantor to promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Lender may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien created or purported to be created hereby, ; (ii) enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder in respect of the Collateral Collateral; or (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled to vote under the terms of Section 7 hereof; (ce) not sell, assign, transfer, convey, exchange or otherwise dispose of its rights in or to the any Collateral or any interest therein; nor will ; (f) not create or suffer to exist any Pledgor createlien, incur security interest or other charge or encumbrance upon or with respect to any Collateral except for the security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any Lien whatsoever restriction with respect to any of the Collateral or the proceeds thereof other than that created herebyCollateral; and (dh) not take or fail to take any action which would in any manner impair the validity value or enforceability of the Collateral AgentLender’s security interest in and Lien on any Collateral. (i) to otherwise effect the purposes of this Agreement, including, without limitation: (A) executing and filing such financing or continuation statements, or amendments thereto, as Lender deems necessary or desirable or that Lender may request in order to perfect and preserve the security interest created or purported to be created hereby; (B) furnishing to Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Lender may reasonably request; (C) furnish to the Lender evidence in form or substance reasonably satisfactory to the Lender that the Lender has control of any Collateral consisting of deposit accounts, investment property, electronic chattel paper or letter of credit rights sufficient to perfect Secured Party’s security interest in such Collateral; and (D) where Collateral consisting of documents, goods, instruments, tangible chattel paper or money is held by a third party bailee (including without limitation broker dealer institutional trustee, or other fiduciary), furnish Lender evidence in form reasonable satisfactory to lender of such bailee’s acknowledgment that it is holding such Collateral for the benefit of the Lender. (j) The Borrower and Guarantor will each pay promptly before delinquent all property and other taxes, assessments, and governmental charges or levies imposed upon, and all claims (including claims for labor, materials, and supplies) against, the Collateral, except to the extent the validity thereof is being contested diligently and in good faith by proper proceedings satisfactory to the Lender. (k) The Borrower and Guarantor will cooperate with the Lender in obtaining control with respect to Collateral. (l) The Borrower and Guarantor will preserve its corporate existence and will not merge into or consolidate with any other entity, sell all or substantially all of its assets, change its state of incorporation or change its corporate name without providing Lender with thirty (30) days’ prior written notice. (i) The Borrower will, at the Borrower’s own expense, maintain insurance with respect to the Collateral in such amounts, against such risks, in such form and with such insurers, as shall be satisfactory to Secured Party from time to time, and in accordance with the provisions of the Loan Agreement. Each policy for liability insurance shall provide for all losses to be paid on behalf of Lxxxxx and the Borrower as their respective interests may appear, with Lender named as lender loss payee under a lender loss payee endorsement, and each policy for property damage insurance shall provide for all losses to be paid directly to Lender. Each such policy shall in addition (A) name the Borrower and Lender as insured parties thereunder (without any representation or warranty by or obligation upon Lender) as their interests may appear, (B) contain the agreement by the insurer that any loss thereunder shall be payable to Lender notwithstanding any action, inaction, or breach of representation or warranty by the Borrower, (C) provide that there shall be no recourse against Lender for payment of premiums or other amounts with respect thereto, and (D) provide that at least ten (10) days’ prior written notice of cancellation, amendment, or of lapse shall be given to Lender by the insurer. The Borrower will, if so requested by Lxxxxx, deliver to Lender original or duplicate policies of such insurance, or satisfactory certificates of insurance, and, as often as Lender may reasonably request, a report of a reputable insurance broker with respect to such insurance.

Covenants as to the Collateral. So long as any of the Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor willoutstanding, unless the Collateral Agent Investors shall otherwise consent in writing: (a) at such Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Collateral against the claims of any person; (b) at such Pledgor’s The Grantor wilt xx its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Investors may reasonably request in order to (i) to perfect and protect, or maintain protect the perfection of, the pledge and security interest and Lien purported to be created hereby, ; (ii) to enable the Collateral Agent Investors to exercise and enforce its their rights and remedies hereunder in respect of the Collateral Collateral; or (iii) otherwise to effect the purposes of this Agreement, including, without limitation, delivering : (A) marking conspicuously each of its records pertaining to the Collateral Agent irrevocable proxies with a legend, in respect form and substance satisfactory to the Investors, indicating that such Collateral is subject to the pledge and security interest created hereby and (B) executing and filing such financing or continuation statements, or amendments thereto, as may be necessary or desirable or that the Investors may request in order to perfect and preserve the pledge and security interest purported to be created hereby. (b) Unless the Grantor shall have given the Investors not less than 30 days' prior notice thereof, the Grantor will not change (i) its name, identity or corporate structure in any manner or (ii) the location of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled to vote under the terms of Section 7 hereof;its chief executive office. (c) not sell, assign, transfer, convey, or otherwise dispose of its rights in or The Grantor will defend the title to the Collateral and the Lien of the Investors thereon against the claim of any Person claiming against or any interest therein; nor through the Grantor and will any Pledgor create, incur maintain and preserve such Lien as long as this Agreement shall remain in effect. (d) The Grantor will not create or permit suffer to exist any Lien whatsoever Lien, claim, security interest, charge or other encumbrance upon or with respect to any Collateral except for the security interests permitted pursuant to the terms of the Collateral or the proceeds thereof other than that created hereby; and (d) not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s security interest in and Lien on any CollateralInvestment Agreement.

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) : keep adequate records concerning the Collateral owned or purported to be owned by it, and permit the Collateral Agent, or any designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such Pledgor’s records; at the Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by any Pledgor in respect of the Collateral; at the Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Collateral against the claims of any person; Person (b) other than the holders of Permitted Liens); at such Pledgor’s the Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled to vote under the terms of Section 7 hereof; (c) Collateral; not sell, assignassign (by operation of law or otherwise), transfer, convey, exchange or otherwise dispose of its rights in or to the any Collateral or any interest thereintherein except in the ordinary course of business or as expressly permitted by the Securities Purchase Agreement or the Debentures; nor will not create or suffer to exist any Pledgor createLien, incur upon or with respect to any Collateral except for Permitted Liens; not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any Lien whatsoever restriction with respect to any of the Collateral or the proceeds thereof other than that created herebypursuant to the Transaction Documents; and except as expressly permitted by the Securities Purchase Agreement, not permit the issuance of (di) any additional shares of any class of capital stock, partnership interests, member interests or other equity of any Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of capital stock; not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s 's security interest in and Lien on any Collateral.

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Collateral owned or purported to be owned by it, and permit the Collateral Agent, or any designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such Pledgor’s records; (b) at the Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by any Pledgor in respect of the Collateral; (c) at the Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Collateral against the claims of any personPerson; (bd) at such Pledgor’s the Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection or priority of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled to vote under the terms of Section 7 hereofCollateral; (ce) not sell, assignassign (by operation of law or otherwise), transfer, convey, exchange or otherwise dispose of its rights in or to the any Collateral or any interest therein; nor will therein except as expressly permitted by the Transaction Documents; (f) not create or suffer to exist any Pledgor createLien, incur upon or with respect to any Collateral; (g) not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any Lien whatsoever restriction with respect to any of the Collateral or the proceeds thereof other than that created herebypursuant to the Transaction Documents; (h) except as expressly permitted by the Securities Purchase Agreement, not permit the issuance of (i) any additional shares of any class of capital stock, partnership interests, membership interests or other equity of any Subsidiary, (ii) any securities or debt or any other instrument or document convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of capital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (dj) not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s 's security interest in and Lien on any Collateral.

Covenants as to the Collateral. So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Collateral owned or purported to be owned by it, and permit the Collateral Agent, or any designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such Pledgor’s records; (b) at the Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by any Pledgor in respect of the Collateral; (c) at the Pledgors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Collateral against the claims of any personPerson (other than the holders of Permitted Liens); (bd) at such Pledgor’s the Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled to vote under the terms of Section 7 hereofCollateral; (ce) not sell, assignassign (by operation of law or otherwise), transfer, convey, exchange or otherwise dispose of its rights in or to the any Collateral or any interest therein; nor will therein except in the ordinary course of business or as expressly permitted by the Securities Purchase Agreement or the Notes; (f) not create or suffer to exist any Pledgor createLien, incur upon or with respect to any Collateral except for Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any Lien whatsoever restriction with respect to any of the Collateral or the proceeds thereof other than that created herebypursuant to the Transaction Documents; (h) except as expressly permitted by the Securities Purchase Agreement, not permit the issuance of (i) any additional shares of any class of capital stock, partnership interests, member interests or other equity of any Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of capital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (dj) not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s security interest in and Lien on any Collateral.