Common use of Covenants Concerning Collateral Clause in Contracts

Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at its principal business offices and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted the Debtor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Secured Party, (d) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documents.

Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §4Xxxxxxx 0, will be xxxx xx kept at its principal business offices those locations listed on the Perfection Certificate and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted granted, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) the Debtor shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person person, other than the Secured Party, (d) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreementAgreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documentsbusiness.

Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §4Party, will be kept at its principal business offices those locations listed on the Perfection Certificate and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party. Except as previously pledged and assigned to the Senior Secured Party, (b) and except for the security interest herein granted granted, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other Person, lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, . The Debtor (ci) the Debtor shall not pledge, mortgage or create, or suffer to exist a any right of any Person in or claim by any Person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person Person, other than the Senior Secured Party and the Secured Party, ; (dii) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, ; (eiii) the Debtor will permit the Secured Party Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, ; (fiv) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreement, Agreement; (gv) the Debtor will continue to operate, operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, ; and (hvi) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documentsbusiness.

Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at its principal business offices those locations listed on the Perfection Certificate and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted granted, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) the Debtor shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person person, other than the Secured Party, (d) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreementAgreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documentsbusiness.

Covenants Concerning Collateral. The Debtor further Each Obligor jointly and severally covenants with the Secured Party as follows: that: (a) the Obligors will keep the Collateral free and clear of any and all security interests, liens, assignments or other encumbrances, except Permitted Encumbrances and no Obligor shall enter into any licenses with respect to the Collateral, except in the ordinary course of business. (b) the Obligors shall promptly notify the Secured Party in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the Closing Date against any third party and, upon reasonable request of the Secured Party, promptly enter into an amendment to this Security Agreement and do such other acts or things deemed appropriate by the extent not delivered Secured Party to give the Secured Party a security interest in any such Commercial Tort Claim. (c) the Obligors shall (i) promptly notify the Secured Party in writing upon acquiring or otherwise obtaining any material Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter of Credit Rights or Electronic Chattel Paper and, upon the request of the Secured Party, promptly execute such other documents, and do such other acts or things reasonably deemed appropriate by the Secured Party to deliver to the Secured Party pursuant control with respect to §4such Collateral, will be kept at its principal business offices and (ii) promptly notify the Debtor will not remove Secured Party in writing upon acquiring or otherwise obtaining any material Collateral after the Collateral from such locationsdate hereof consisting of Documents or Instruments and, without providing at least thirty (30) days prior written notice to upon the request of the Secured Party, (b) except for the security interest herein granted the Debtor shall be the owner of or have will promptly execute such other rights in the Collateral free from any lien, security interest or other encumbrancedocuments, and do such other acts or things reasonably deemed appropriate by the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse Secured Party to deliver to the Secured PartyParty possession of such Documents which are negotiable Instruments, (c) the Debtor shall not pledgeand, mortgage or createwith respect to nonnegotiable Instruments, or suffer to exist a security interest have such nonnegotiable Instruments issued in the Collateral in favor name of any person other than the Secured Party; and with respect to Collateral in the possession of a third party, other than Certificated Securities and Goods covered by a Document, obtain an acknowledgment from the third party that it is holding the Collateral on behalf of the Secured Party. (d) the Debtor will Obligors shall keep the Collateral Equipment in good order repair, ordinary wear and repair tear and will not use obsolescence excepted, and be responsible for any loss or damage to the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor will Equipment. The Obligors shall pay promptly when due all taxes, assessments, governmental license fees and other charges and levies upon on the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will Equipment. The Obligors shall not sell or otherwise dispose, or offer to sell or otherwise dispose, in any way dispose of the Collateral or any interest therein Equipment except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business or as permitted in the Purchase Agreement, this Security Agreement or by the Secured Party in writing. The Obligors shall not misuse, conceal or permit the Equipment to be used unlawfully or for hire or contrary to the provisions of any insurance coverage. Risk of loss of the Equipment shall be on the Obligors at all times unless the Secured Party takes possession of the Equipment. Loss of or damage to the Equipment or any part thereof shall not release the Obligors from any of the obligations secured by the Equipment. The Secured Party or its representatives may, at any time and from time to time upon reasonable notice and without unreasonable disruption of any Obligor’s business, enter any premises where the Equipment is located and inspect, audit and check the Equipment. (iie) the Obligors shall insure the Equipment, at their sole expense, against loss, damage, theft, and such other risks as the Secured Party may request to the full insurable value thereof with insurance companies and policies reasonably satisfactory to the Secured Party. Proceeds from such insurance shall be payable to the Secured Party as an additional insured and such policies shall provide for a minimum thirty (30) days written cancellation notice to the Secured Party. Upon request, copies of such policies or certificates attesting to such coverage shall be delivered to the Secured Party. Insurance proceeds may be applied by the Secured Party toward payment of any Obligation secured by this Security Agreement, whether or not due, in such order of application as the Secured Party may elect. (f) the Obligors shall insure the Inventory at the Obligors’ expense against loss, damage, theft, and such other risks as the Secured Party may reasonably request to the full insurable value thereof with insurance companies and policies reasonably satisfactory to the Secured Party. Proceeds from such insurance shall be payable to the Secured Party as an additional insured and such policies shall provide for a minimum thirty (30) days written cancellation notice to the Secured Party. Upon request, copies of such policies or certificates attesting to such coverage shall be delivered to the Secured Party. Insurance proceeds may be applied by the Secured Party toward payment of any Obligation secured by this Security Agreement, in such order of application as the Secured Party may elect. (g) the Obligors will at all times keep accurate and complete records of the Inventory and the Accounts. The Secured Party or its representatives may, at any time and from time to time upon reasonable notice and without unreasonable disruption of any Obligor’s business, enter any premises where the Inventory and the records pertaining to the Accounts are located and inspect, audit, check, copy, and otherwise review the Inventory and the Accounts. (h) so long as no Event Obligor is in default hereunder or under any Obligation secured hereby, the Obligors shall have the right to sell or otherwise dispose of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment the Inventory in the ordinary course of business consistent with past practices dispositions permitted business. No other disposition of the Inventory may be made without the prior written consent of the Secured Party. (i) the Obligors shall use diligent and good faith efforts to collect the Accounts. Until written notice is given by the Credit DocumentsSecured Party following an uncured default under this Security Agreement, the Obligors are authorized to collect the Accounts in a commercially reasonable manner. The Secured Party following an uncured default under this Security Agreement, may terminate such authority whereupon the Secured Party is authorized by the Obligors, without further act, to notify any and all account debtors to make payment thereon directly to the Secured Party, and to take possession of all proceeds from the Accounts, and to take any action which the Obligors might or could take to collect the Accounts, including the right to make any compromise, discharge, or extension of the Accounts. Upon request of the Secured Party following an uncured default under this Security Agreement, the Obligors agree to execute and deliver to the Secured Party a written notice to the account debtors of any Obligor instructing said account debtors to pay the Secured Party. The Obligors further agree to execute and deliver to the Secured Party following an uncured default under this Security Agreement all other notices and similar documents requested by the Secured Party to facilitate collection of the Accounts. (j) all reasonable costs of collection of the Accounts, including reasonable attorneys' fees and legal expenses, shall be borne solely by the Obligors, whether such costs are incurred by or for the account of the Obligors or the Secured Party. In the event the Secured Party elects to undertake direct collection of the Accounts, the Obligors agree to deliver to the Secured Party, if so requested, all books, records, and documents in the possession of any Obligor or under the control of any Obligor as may relate to the Accounts or as may be helpful to facilitate such collection. The Secured Party shall have no obligation to cause an attorneys’ demand letter to be sent, to file any lawsuit, or to take any other legal action in collection of the Accounts. It is agreed that collection of the Accounts in a commercially reasonable manner does not require that any such legal action be taken. (k) each Obligor does hereby make, constitute, and appoint the Secured Party and its designees as such Obligor’s true and lawful attorney in fact, with full power of substitution, such power to be exercised following and during the continuance of an uncured default under this Security Agreement in the following manner: (1) the Secured Party may receive and open all mail addressed to such Obligor and remove therefrom any cash, notes, checks, acceptances, drafts, money orders or other instruments in payment of the Accounts; (2) the Secured Party may cause mail relating to the Inventory and Accounts to be delivered to a designated address of the Secured Party where the Secured Party may open all such mail and remove therefrom any cash, notes, checks, acceptances, drafts, money orders, or other instruments in payment of the Accounts; (3) the Secured Party may endorse such Obligor’s name upon such notes, checks, acceptances, drafts, money orders, or other forms of payment; (4) the Secured Party may settle or adjust disputes or claims in respect to the Accounts for amounts and upon such terms as the Secured Party, in its sole discretion and in good faith, deems to be advisable, in such case crediting such Obligor with only the proceeds received and collected by the Secured Party after deduction of the Secured Party’s costs, including reasonable attorneys’ fees and legal expenses; and (5) the Secured Party may do any and all other things necessary or proper to carry out the intent of this Security Agreement and to perfect and protect the liens and rights of the Secured Party created under this Security Agreement. (l) the Obligors shall use diligent and good faith efforts to collect the Instruments and Chattel Paper. Until written notice is given by the Secured Party following an uncured default under this Security Agreement, the Obligors are authorized to collect such Collateral in a commercially reasonable manner. Upon written notice by the Secured Party to the Obligors following an uncured default under this Security Agreement, the Secured Party may at any time terminate such authority. Upon such termination, the Secured Party is authorized by the Obligors, without further act, to notify in writing any and all obligors on that Collateral to make payment thereon directly to the Secured Party, to take possession of all proceeds from any such payments, and to take any action which an Obligor might or could take to collect that Collateral, including the right to make any compromise, discharge or extension of that Collateral. Upon request of the Secured Party following and during continuance of an uncured default under this Security Agreement, the Obligors agree to execute and deliver to the Secured Party a written notice to the obligors on such Collateral instructing said obligors to pay the Secured Party. The Obligors further agree to execute and deliver to the Secured Party all other written notices and similar documents requested by the Secured Party following an uncured default under this Security Agreement to facilitate collection of that Collateral. Each Obligor hereby irrevocably makes, constitutes, and appoints the Secured Party and its designees as such Obligor’s true and lawful attorney in fact, following and during continuance of an uncured default under this Security Agreement, with full power of substitution, to endorse such Obligor’s name upon checks, drafts, money orders, or other forms of payment of the Instruments and Chattel Paper or on any other documents relating to collection of that Collateral. All reasonable costs of collection of the Instruments and Chattel Paper, including attorneys’ fees and legal expenses, shall be borne solely by the Obligors, whether such costs are incurred by or for the account of the Obligors or the Secured Party. In the event the Secured Party elects to undertake to direct collection of that Collateral, the Obligors agree to deliver to the Secured Party, upon request, all books, records, and documents in the possession of any Obligor or under any Obligor’s control as may relate to that Collateral or as may be helpful to facilitate such collection. (m) promptly after execution of this Security Agreement, the Obligors shall endorse and deliver to the Secured Party all Instruments and Chattel Paper. Upon creation of any Instruments or Chattel Paper in the future, promptly after creation the applicable Obligors shall endorse and deliver to the Secured Party the Instruments and Chattel Paper. (n) the Obligors shall, promptly upon obtaining knowledge thereof, report to the Secured Party in writing any default on any Instruments or Chattel Paper, any material claim or dispute asserted by any obligor on any item of that Collateral, and any other material matters that may affect the value, enforceability or collectability of any of that Collateral. (o) the Obligors shall not, without the Secured Party’s written consent, make any material settlement, compromise or adjustment of any Instruments or Chattel Paper or grant any material discounts, extensions, allowances or credits thereon. (p) the Obligors will at all times keep accurate and complete records as to the Instruments and Chattel Paper and payments thereon and will allow the Secured Party or its representatives, at any time and from time to time upon reasonable notice and without unreasonable disruption of the business of any Obligor, to inspect, audit, check, copy and otherwise review those records. (q) the Obligors shall execute all such collateral assignments with respect to all patents, patent applications, trademarks, trademark applications, copyrights and copyright applications as the Secured Party reasonably requests in order to perfect the security interests in such Collateral. The Obligors shall promptly execute for subsequent filing with the U.S. Patent and Trademark Office, such collateral assignments with respect to all existing patents, patent applications, trademarks and trademark applications and, for subsequent filing with the U.S. Copyright Office, such collateral assignments with respect to all copyrights and copyright applications.

Covenants Concerning Collateral. The Debtor Grantor further covenants with the Secured Party Lender as follows: (a) the Collateral, to the extent not delivered to the Secured Party Lender pursuant to §4Section 2 above, will be kept at its principal business offices those locations listed on Schedule II attached hereto and the Debtor Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured PartyLender, (b) except for the security interest herein granted and the Debtor Permitted Liens, the Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Debtor Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured PartyLender, (c) the Debtor Grantor shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Secured PartyLender except for the Permitted Liens, (d) the Debtor Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor Grantor will permit the Secured Party Lender, or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreementAgreement, (g) the Debtor Grantor will continue to operate, operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default (as defined below) has occurred and is continuing, sales or other dispositions of obsolescent obsolete items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documentspractices.

Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at its principal business offices those locations listed in Schedule 5 and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured Party, (b) except for the security interest herein granted and liens permitted by the Loan Agreement, the Debtor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Secured PartyParty except for liens permitted by the Loan Agreement, (d) the Debtor will keep the Collateral in good order and repair repair, reasonable wear and tear excepted, and will not use the same in material violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party Party, or its designee, to inspect the Collateral at any reasonable timetime and upon reasonable prior notice, wherever located, (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreementAgreement, (g) the Debtor will continue to operate, its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documentsbusiness.

Covenants Concerning Collateral. The Debtor further Each Obligor jointly and severally covenants with the Secured Party as follows: that: (a) the Obligors will keep the Collateral free and clear of any and all security interests, liens, assignments or other encumbrances, except Permitted Encumbrances and no Obligor shall enter into any licenses with respect to the Collateral, except in the ordinary course of business. (b) the Obligors shall promptly notify the Secured Party in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the Closing Date against any third party and, upon reasonable request of the Secured Party, promptly enter into an amendment to this Security Agreement and do such other acts or things deemed appropriate by the extent not delivered Secured Party to give the Secured Party a security interest in any such Commercial Tort Claim. (c) the Obligors shall (i) promptly notify the Secured Party in writing upon acquiring or otherwise obtaining any material Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter of Credit Rights or Electronic Chattel Paper and, upon the request of the Secured Party, promptly execute such other documents, and do such other acts or things reasonably deemed appropriate by the Secured Party to deliver to the Secured Party pursuant control with respect to §4such Collateral, will be kept at its principal business offices and (ii) promptly notify the Debtor will not remove Secured Party in writing upon acquiring or otherwise obtaining any material Collateral after the Collateral from such locationsdate hereof consisting of Documents or Instruments and, without providing at least thirty (30) days prior written notice to upon the request of the Secured Party, (b) except for the security interest herein granted the Debtor shall be the owner of or have will promptly execute such other rights in the Collateral free from any lien, security interest or other encumbrancedocuments, and do such other acts or things reasonably deemed appropriate by the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse Secured Party to deliver to the Secured PartyParty possession of such Documents which are negotiable Instruments, (c) the Debtor shall not pledgeand, mortgage or createwith respect to nonnegotiable Instruments, or suffer to exist a security interest have such nonnegotiable Instruments issued in the Collateral in favor name of any person other than the Secured Party; and with respect to Collateral in the possession of a third party, other than Certificated Securities and Goods covered by a Document, obtain an acknowledgment from the third party that it is holding the Collateral on behalf of the Secured Party. (d) the Debtor will Obligors shall keep the Collateral Equipment in good order repair, ordinary wear and repair tear and will not use obsolescence excepted, and be responsible for any loss or damage to the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor will Equipment. The Obligors shall pay promptly when due all taxes, assessments, governmental license fees and other charges and levies upon on the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will Equipment. The Obligors shall not sell or otherwise dispose, or offer to sell or otherwise dispose, in any way dispose of the Collateral or any interest therein Equipment except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business or as permitted in the Purchase Agreement, this Security Agreement or by the Secured Party in writing. The Obligors shall not misuse, conceal or permit the Equipment to be used unlawfully or for hire or contrary to the provisions of any insurance coverage. Risk of loss of the Equipment shall be on the Obligors at all times unless the Secured Party takes possession of the Equipment. Loss of or damage to the Equipment or any part thereof shall not release the Obligors from any of the obligations secured by the Equipment. The Secured Party or its representatives may, at any time and from time to time upon reasonable notice and without unreasonable disruption of any Obligor’s business, enter any premises where the Equipment is located and inspect, audit and check the Equipment. (iie) the Obligors shall insure the Equipment, at their sole expense, against loss, damage, theft, and such other risks as the Secured Party may request to the full insurable value thereof with insurance companies and policies reasonably satisfactory to the Secured Party. Proceeds from such insurance shall be payable to the Secured Party as an additional insured and such policies shall provide for a minimum thirty (30) days written cancellation notice to the Secured Party. Upon request, copies of such policies or certificates attesting to such coverage shall be delivered to the Secured Party. Insurance proceeds may be applied by the Secured Party toward payment of any Obligation secured by this Security Agreement, whether or not due, in such order of application as the Secured Party may elect. (f) the Obligors shall insure the Inventory at the Obligors’ expense against loss, damage, theft, and such other risks as the Secured Party may reasonably request to the full insurable value thereof with insurance companies and policies reasonably satisfactory to the Secured Party. Proceeds from such insurance shall be payable to the Secured Party as an additional insured and such policies shall provide for a minimum thirty (30) days written cancellation notice to the Secured Party. Upon request, copies of such policies or certificates attesting to such coverage shall be delivered to the Secured Party. Insurance proceeds may be applied by the Secured Party toward payment of any Obligation secured by this Security Agreement, in such order of application as the Secured Party may elect. (g) the Obligors will at all times keep accurate and complete records of the Inventory and the Accounts. The Secured Party or its representatives may, at any time and from time to time upon reasonable notice and without unreasonable disruption of any Obligor’s business, enter any premises where the Inventory and the records pertaining to the Accounts are located and inspect, audit, check, copy, and otherwise review the Inventory and the Accounts. (h) so long as no Event Obligor is in default hereunder or under any Obligation secured hereby, the Obligors shall have the right to sell or otherwise dispose of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment the Inventory in the ordinary course of business consistent with past practices dispositions permitted business. No other disposition of the Inventory may be made without the prior written consent of the Secured Party. (i) the Obligors shall use diligent and good faith efforts to collect the Accounts. Until written notice is given by the Credit DocumentsSecured Party following an uncured default under this Security Agreement, the Obligors are authorized to collect the Accounts in a commercially reasonable manner. The Secured Party following an uncured default under this Security Agreement, may terminate such authority whereupon the Secured Party is authorized by the Obligors, without further act, to notify any and all account debtors to make payment thereon directly to the Secured Party, and to take possession of all proceeds from the Accounts, and to take any action which the Obligors might or could take to collect the Accounts, including the right to make any compromise, discharge, or extension of the Accounts. Upon request of the Secured Party following an uncured default under this Security Agreement, the Obligors agree to execute and deliver to the Secured Party a written notice to the account debtors of any Obligor instructing said account debtors to pay the Secured Party. The Obligors further agree to execute and deliver to the Secured Party following an uncured default under this Security Agreement all other notices and similar documents requested by the Secured Party to facilitate collection of the Accounts. (j) all reasonable costs of collection of the Accounts, including reasonable attorneys’ fees and legal expenses, shall be borne solely by the Obligors, whether such costs are incurred by or for the account of the Obligors or the Secured Party. In the event the Secured Party elects to undertake direct collection of the Accounts, the Obligors agree to deliver to the Secured Party, if so requested, all books, records, and documents in the possession of any Obligor or under the control of any Obligor as may relate to the Accounts or as may be helpful to facilitate such collection. The Secured Party shall have no obligation to cause an attorneys’ demand letter to be sent, to file any lawsuit, or to take any other legal action in collection of the Accounts. It is agreed that collection of the Accounts in a commercially reasonable manner does not require that any such legal action be taken. (k) each Obligor does hereby make, constitute, and appoint the Secured Party and its designees as such Obligor’s true and lawful attorney in fact, with full power of substitution, such power to be exercised following and during the continuance of an uncured default under this Security Agreement in the following manner: (1) the Secured Party may receive and open all mail addressed to such Obligor and remove therefrom any cash, notes, checks, acceptances, drafts, money orders or other instruments in payment of the Accounts; (2) the Secured Party may cause mail relating to the Inventory and Accounts to be delivered to a designated address of the Secured Party where the Secured Party may open all such mail and remove therefrom any cash, notes, checks, acceptances, drafts, money orders, or other instruments in payment of the Accounts; (3) the Secured Party may endorse such Obligor’s name upon such notes, checks, acceptances, drafts, money orders, or other forms of payment; (4) the Secured Party may settle or adjust disputes or claims in respect to the Accounts for amounts and upon such terms as the Secured Party, in its sole discretion and in good faith, deems to be advisable, in such case crediting such Obligor with only the proceeds received and collected by the Secured Party after deduction of the Secured Party’s costs, including reasonable attorneys’ fees and legal expenses; and (5) the Secured Party may do any and all other things necessary or proper to carry out the intent of this Security Agreement and to perfect and protect the liens and rights of the Secured Party created under this Security Agreement. (l) the Obligors shall use diligent and good faith efforts to collect the Instruments and Chattel Paper. Until written notice is given by the Secured Party following an uncured default under this Security Agreement, the Obligors are authorized to collect such Collateral in a commercially reasonable manner. Upon written notice by the Secured Party to the Obligors following an uncured default under this Security Agreement, the Secured Party may at any time terminate such authority. Upon such termination, the Secured Party is authorized by the Obligors, without further act, to notify in writing any and all obligors on that Collateral to make payment thereon directly to the Secured Party, to take possession of all proceeds from any such payments, and to take any action which an Obligor might or could take to collect that Collateral, including the right to make any compromise, discharge or extension of that Collateral. Upon request of the Secured Party following and during continuance of an uncured default under this Security Agreement, the Obligors agree to execute and deliver to the Secured Party a written notice to the obligors on such Collateral instructing said obligors to pay the Secured Party. The Obligors further agree to execute and deliver to the Secured Party all other written notices and similar documents requested by the Secured Party following an uncured default under this Security Agreement to facilitate collection of that Collateral. Each Obligor hereby irrevocably makes, constitutes, and appoints the Secured Party and its designees as such Obligor’s true and lawful attorney in fact, following and during continuance of an uncured default under this Security Agreement, with full power of substitution, to endorse such Obligor’s name upon checks, drafts, money orders, or other forms of payment of the Instruments and Chattel Paper or on any other documents relating to collection of that Collateral. All reasonable costs of collection of the Instruments and Chattel Paper, including attorneys’ fees and legal expenses, shall be borne solely by the Obligors, whether such costs are incurred by or for the account of the Obligors or the Secured Party. In the event the Secured Party elects to undertake to direct collection of that Collateral, the Obligors agree to deliver to the Secured Party, upon request, all books, records, and documents in the possession of any Obligor or under any Obligor’s control as may relate to that Collateral or as may be helpful to facilitate such collection. (m) promptly after execution of this Security Agreement, the Obligors shall endorse and deliver to the Secured Party all Instruments and Chattel Paper. Upon creation of any Instruments or Chattel Paper in the future, promptly after creation the applicable Obligors shall endorse and deliver to the Secured Party the Instruments and Chattel Paper. (n) the Obligors shall, promptly upon obtaining knowledge thereof, report to the Secured Party in writing any default on any Instruments or Chattel Paper, any material claim or dispute asserted by any obligor on any item of that Collateral, and any other material matters that may affect the value, enforceability or collectability of any of that Collateral. (o) the Obligors shall not, without the Secured Party’s written consent, make any material settlement, compromise or adjustment of any Instruments or Chattel Paper or grant any material discounts, extensions, allowances or credits thereon. (p) the Obligors will at all times keep accurate and complete records as to the Instruments and Chattel Paper and payments thereon and will allow the Secured Party or its representatives, at any time and from time to time upon reasonable notice and without unreasonable disruption of the business of any Obligor, to inspect, audit, check, copy and otherwise review those records. (q) the Obligors shall execute all such collateral assignments with respect to all patents, patent applications, trademarks, trademark applications, copyrights and copyright applications as the Secured Party reasonably requests in order to perfect the security interests in such Collateral. The Obligors shall promptly execute for subsequent filing with the U.S. Patent and Trademark Office, such collateral assignments with respect to all existing patents, patent applications, trademarks and trademark applications and, for subsequent filing with the U.S. Copyright Office, such collateral assignments with respect to all copyrights and copyright applications.

Covenants Concerning Collateral. The Debtor further Guarantor covenants with the Secured Party as follows: that (ai) the Collateral, to the extent not delivered to the Secured Party Lender pursuant to §Section 4, will be kept at its principal business offices the locations listed on Schedule 1, and the Debtor Guarantor will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured PartyLender, (bii) except for the security interest herein granted and Permitted Liens, the Debtor shall Guarantor will be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbranceLien, and the Debtor shall Guarantor will defend the same Collateral against all claims and demands of all persons at any time claiming the same Collateral or any interests therein adverse to the Secured PartyLender, (ciii) except for Permitted Liens, the Debtor shall Guarantor will not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Secured PartyLender, (div) the Debtor Guarantor will keep the Collateral in good order and repair and will not use the same Collateral in violation of law or any policy of insurance thereon, (ev) the Debtor Guarantor will permit the Secured Party Lender, or its any designee, to inspect the Collateral at any reasonable time, wherever located, (fvi) the Debtor Guarantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreementAgreement, (gvii) the Debtor Guarantor will continue to operate, operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, substances and (hviii) the Debtor Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of obsolete Collateral or sales inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documentsbusiness.

Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §4Party, will be kept at its principal business offices those locations listed on the Perfection Certificate and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party. Except as previously pledged and assigned to the Senior Secured Party, (b) and except for the security interest herein granted granted, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other Person, lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, . The Debtor (ci) the Debtor shall not pledge, mortgage or create, or suffer to exist a any right of any Person in or claim by any Person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person Person, other than the Senior Secured Party and the Secured Party, ; (dii) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, ; (eiii) the Debtor will permit the Secured Party Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, ; (fiv) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreement, Agreement; (gv) the Debtor will continue to operate, operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, ; and (hvi) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documents.business. - 7 - 5.4

Covenants Concerning Collateral. The Debtor Grantor further covenants with the Secured Party Lender as follows: (a) the Collateral, to the extent not delivered to the Secured Party Lender pursuant to §4Section 2 above, will be kept at its principal business offices those locations listed on Schedule I attached hereto and the Debtor Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured PartyLender, (b) except for the security interest herein granted and the Debtor Permitted Liens, the Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Debtor Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured PartyLender, (c) the Debtor Grantor shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Secured PartyLender except for the Permitted Liens, (d) the Debtor Grantor will keep the Collateral in good order and repair repair, ordinary wear and tear excepted, and will not use the same in violation of law or any policy of insurance thereon, except any such violation that would not reasonably be expected to have a Material Adverse Effect, (e) the Debtor Grantor will permit the Secured Party Lender, or its designee, to inspect the Collateral at any reasonable time, on reasonable advance notice wherever located, (f) the Debtor Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreementAgreement except for such taxes, assessments, governmental charges and levies that are being contested in good faith by proceedings diligently prosecuted, and with respect to which the Grantor maintains on its books adequate reserves in accordance with general accepted accounting principles, (g) the Debtor Grantor will continue to operate, operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, except if non-compliance would not be reasonably be expected to have a Material Adverse Effect, and (h) the Debtor Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and business, (ii) so long as no Event of Default (as defined below) has occurred and is continuing, sales or other dispositions of obsolescent obsolete items of equipment in the ordinary course of business consistent with past practices dispositions permitted and (iii) any other sale that would not be prohibited by the Credit Documentsterms of the Loan Agreement.

Covenants Concerning Collateral. The Debtor Grantor further covenants with the Secured Party Lender as follows: (a) the Collateral, to the extent not delivered to the Secured Party Lender pursuant to §4Section 2 above, will be kept at its principal business offices __________________ and the Debtor Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured PartyLender, (b) except for the security interest herein granted and the Debtor Permitted Liens, the Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Debtor Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured PartyLender, (c) the Debtor Grantor shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Secured PartyLender except for the Permitted Liens, (d) the Debtor Grantor will keep the Collateral in good order and repair (normal wear and tear accepted) and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreementAgreement, (g) the Debtor Grantor will continue to operate, operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for as otherwise permitted under the Loan Agreement, including (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default (as defined below) has occurred and is continuing, sales or other dispositions of obsolescent obsolete items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documentspractices.

Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §4Party, will be kept at its principal business offices those locations listed on the Perfection Certificate and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party. Except as previously pledged and assigned to the Senior Secured Party, (b) and except for the security interest herein granted granted, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other Person, lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, . The Debtor (ci) the Debtor shall not pledge, mortgage or create, or suffer to exist a any right of any Person in or claim by any Person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person Person, other than the Secured Party, ; (dii) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, ; (eiii) the Debtor will permit the Secured Party Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, ; (fiv) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreement, Agreement; (gv) the Debtor will continue to operate, operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, ; and (hvi) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documentsbusiness.

Covenants Concerning Collateral. The Debtor further Borrower covenants with the Secured Party as follows: that (ai) the Collateral, to the extent not delivered to the Secured Party Lender pursuant to §Section 4, will be kept at its principal business offices the locations listed on Schedule 1, and the Debtor Borrower will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured PartyLender, (bii) except for the security interest herein granted and Permitted Liens, the Debtor shall Borrower will be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbranceLien, and the Debtor shall Borrower will defend the same Collateral against all claims and demands of all persons at any time claiming the same Collateral or any interests therein adverse to the Secured PartyLender, (ciii) except for Permitted Liens, the Debtor shall Borrower will not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Secured PartyLender, (div) the Debtor Borrower will keep the Collateral in good order and repair and will not use the same Collateral in violation of law or any policy of insurance thereon, (ev) the Debtor Borrower will permit the Secured Party Lender, or its any designee, to inspect the Collateral at any reasonable time, wherever located, (fvi) the Debtor Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreementAgreement, (gvii) the Debtor Borrower will continue to operate, operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, substances and (hviii) the Debtor Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of obsolete Collateral or sales inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documentsbusiness.

Covenants Concerning Collateral. b. The Debtor further covenants with Account is due and payable not more than sixty (60) days from the Secured Party as follows: date of the invoice evidencing the Account and is not more than ninety (a90) days past the Collateral, date of the invoice evidencing the Account. c. Performance of all services giving rise to the extent not delivered Account has been completed and all goods giving rise to the Secured Party pursuant Account have been delivered. d. The Account Debtor is located or authorized to §4do business within the United States or Canada (excluding the province of Newfoundland, will be kept at its principal business offices and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted the Debtor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbranceNorthwest Territories, and the Territory of Nunavut) and maintains an office and transacts business in the United States or Canada (excluding the province of Newfoundland, the Northwest Territories, and the Territory of Nunavut), or payment of the Account (i) has been assured by a letter of credit in a form and upon terms acceptable to Lender or (ii) is covered under a policy of credit insurance acceptable to Lender which has been assigned to Lender or names Lender as an additional insured and lender loss payee in a form and manner acceptable to Lender. e. No proceeding has been commenced or petition filed under any bankruptcy or insolvency law by or against the Account Debtor; no receiver, trustee or custodian has been appointed for any part of the property of the Account Debtor; and no property of the Account Debtor shall defend has been assigned for the same against all claims and demands benefit of all persons at creditors. f. Neither the Account, nor any time claiming the same invoice, credit application, bxxx, billing memorandum, correspondence, or any interests therein adverse other document relating to an Account, contracts for or charges any interest or any other charge in excess of the Secured Partymaximum non-usurious rate allowed pursuant to applicable law. g. If twenty-five percent (25%) or more of the Accounts owing to Borrower by any particular Account Debtor do not qualify as Eligible Accounts, (c) the all Accounts owing by such Account Debtor shall not pledgebe Eligible Accounts. h. The Account is not owing by an Account Debtor for whom the terms of sale by Borrower are cash on delivery (“COD”) or considered a cash sale. i. Borrower does not owe an account payable to the Account Debtor which could be set off against the Account. j. If the total of all outstanding Accounts owing by any single Account Debtor equals seventy percent (70%) or more of the total outstanding Accounts owing to Borrower, mortgage or createthe amount of Accounts owing by that Account Debtor in excess of this limit shall not be Eligible Accounts. k. If the Account is subject to any type of retainage, only the non-retainage portion of the Account shall be an Eligible Account. l. The Account is not owing with respect to any job which is bonded. m. The Account does not arise from goods placed on consignment, guaranteed sale, or suffer other terms by reason of which the payment by the Account Debtor may be conditional. n. The Account is not owing by an employee, officer, or director of Borrower or by a parent, subsidiary, sister company, or other company or entity related to exist or an affiliate of Borrower. o. For all Accounts arising under any contract, subcontract, purchase order, or any other agreement with or related to the United States Government, or any agency, branch, division, or subdivision thereof, the Account Debtor has acknowledged and consented to Borrower’s assignment of Accounts to Lender and has agreed, in a security interest in the Collateral in favor form acceptable to Lender, to remit payments directly to Lender. p. The Account will not be paid by credit card or other form of any person electronic payment other than the Secured Party, (d) the Debtor will keep the Collateral in good order and repair and will wire or ACH transfer sent directly to a deposit account specified by Lender. q. The Account has not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party or its designee, been deemed by Lender to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred be unacceptable and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted not owing by the Credit Documentsan Account Debtor deemed by Lender to be unacceptable.

Covenants Concerning Collateral. The Debtor further covenants with Each of the Secured Party as follows: Borrowers agrees to: (a) service all Pledged Mortgage Loans which such Borrower has the Collateralright or obligation to service in accordance with standard industry requirements and all applicable GNMA, FNMA, FHLMC, FHA and VA requirements, including taking all actions necessary to enforce the extent not obligations or the obligors under such Pledged Mortgage Loans; (b) timely comply in all material respects with all terms and conditions of all Purchase Commitments covering Pledged Mortgage Loans (and all renewals, extensions or modifications of them or substitutions of them), and cause the Pledged Mortgage Loans covered by and intended to be sold under each Purchase Commitment to be delivered to the Secured Party pursuant to §4, will be kept at Investor who issued the Purchase Commitment before its principal business offices and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted the Debtor shall be the owner of or have other rights expiration in the Collateral free from any lien, security interest or other encumbrance, manner and order contemplated by the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, Purchase Commitment; (c) the Debtor shall not pledge, mortgage or create, or suffer warrant and forever defend to exist a security interest in the Collateral in favor of any person other than the Secured Party, (d) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this agreement, (g) the Debtor will continue to operateLender, its business in compliance with all applicable provisions of the Fair Labor Standards Act, as amended, successors and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for assigns (i) sales and leases of inventory and licenses of general intangibles in title to the ordinary course of business Collateral and (ii) so long the Liens in and upon the Collateral granted to Lender; (d) promptly discharge and perform all of such Borrower's, as no Event the case may be, obligations with respect to any of Default has occurred the Collateral and is continuingall Purchase Commitments relating to Pledged Mortgage Loans; and (e) execute and deliver to Lender (i) such Code financing statements, sales amendments and continuation statements with respect to the Collateral as Lender may from time to time request and (ii) such further instruments of sale, pledge or assignment or transfer and such powers of attorney as Lender may from time to time request, and do or perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the Liens granted to or intended to be granted to Lender pursuant to the terms and conditions of this Agreement. Lender shall have all the rights and remedies of a secured party under the Code and all other dispositions of obsolescent items of equipment applicable governmental requirements in addition to all rights and remedies provided for in the ordinary course of business consistent with past practices dispositions permitted by the Credit Loan Documents.

Covenants Concerning Collateral. b. The Debtor further covenants with Account is due and payable not more than sixty (60) days from the Secured Party as follows: date of the invoice evidencing the Account and is not more than ninety (a90) days past the Collateral, date of the invoice evidencing the Account. c. Performance of all services giving rise to the extent not delivered Account has been completed and all goods giving rise to the Secured Party pursuant Account have been delivered. d. The Account Debtor is located or authorized to §4do business within the United States or Canada (excluding the province of Newfoundland, will be kept at its principal business offices and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted the Debtor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbranceNorthwest Territories, and the Territory of Nunavut) and maintains an office and transacts business in the United States or Canada (excluding the province of Newfoundland, the Northwest Territories, and the Territory of Nunavut), or payment of the Account (i) has been assured by a letter of credit in a form and upon terms acceptable to Lender or (ii) is covered under a policy of credit insurance acceptable to Lender which has been assigned to Lender or names Lender as an additional insured and lender loss payee in a form and manner acceptable to Lender. e. No proceeding has been commenced or petition filed under any bankruptcy or insolvency law by or against the Account Debtor; no receiver, trustee or custodian has been appointed for any part of the property of the Account Debtor; and no property of the Account Debtor shall defend has been assigned for the same against all claims and demands benefit of all persons at creditors. f. Neither the Account, nor any time claiming the same invoice, credit application, xxxx, billing memorandum, correspondence, or any interests therein adverse other document relating to an Account, contracts for or charges any interest or any other charge in excess of the Secured Partymaximum non-usurious rate allowed pursuant to applicable law. g. If twenty-five percent (25%) or more of the Accounts owing to Borrower by any particular Account Debtor do not qualify as Eligible Accounts, (c) the all Accounts owing by such Account Debtor shall not pledgebe Eligible Accounts. h. The Account is not owing by an Account Debtor for whom the terms of sale by Borrower are cash on delivery (“COD”) or considered a cash sale. i. Borrower does not owe an account payable to the Account Debtor which could be set off against the Account. j. If the total of all outstanding Accounts owing by any single Account Debtor equals seventy percent (70%) or more of the total outstanding Accounts owing to Borrower, mortgage or createthe amount of Accounts owing by that Account Debtor in excess of this limit shall not be Eligible Accounts. k. If the Account is subject to any type of retainage, only the non-retainage portion of the Account shall be an Eligible Account. l. The Account is not owing with respect to any job which is bonded. m. The Account does not arise from goods placed on consignment, guaranteed sale, or suffer other terms by reason of which the payment by the Account Debtor may be conditional. n. The Account is not owing by an employee, officer, or director of Borrower or by a parent, subsidiary, sister company, or other company or entity related to exist or an affiliate of Borrower. o. For all Accounts arising under any contract, subcontract, purchase order, or any other agreement with or related to the United States Government, or any agency, branch, division, or subdivision thereof, the Account Debtor has acknowledged and consented to Borrower’s assignment of Accounts to Lender and has agreed, in a security interest in the Collateral in favor form acceptable to Lender, to remit payments directly to Lender. p. The Account will not be paid by credit card or other form of any person electronic payment other than the Secured Party, (d) the Debtor will keep the Collateral in good order and repair and will wire or ACH transfer sent directly to a deposit account specified by Lender. q. The Account has not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party or its designee, been deemed by Lender to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred be unacceptable and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted not owing by the Credit Documentsan Account Debtor deemed by Lender to be unacceptable.

Covenants Concerning Collateral. The Debtor further Pledgor covenants with the Secured Party as followsthat: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §4, Pledgor will be kept at its principal business offices and the Debtor will not remove keep the Collateral from such locationsfree and clear of any and all security interests, without providing at least thirty (30) days prior written notice to liens, assignments or other encumbrances, except Permitted Exceptions, as provided in the Secured PartyLoan Agreement and as provided in the Organizational Documents of Pledgor, (b) except for the security interest herein granted the Debtor shall be the owner of Pledgor will not sell or have other rights in transfer the Collateral free from any lien, security interest without the prior written consent of Collateral Agent unless such sale or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Partytransfer does not cause a Material Adverse Change, (c) Pledgor hereby authorizes Collateral Agent to file financing statements concerning the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Secured PartyCollateral, (d) Pledgor will execute and deliver any documents (properly endorsed, if necessary) reasonably requested by Collateral Agent for perfection or enforcement of any security interest or lien in the Debtor will keep Collateral, give good faith, diligent cooperation to Collateral Agent, and perform such other acts reasonably requested by Collateral Agent for perfection and enforcement of any security interest or lien in the Collateral, including, without limitation, obtaining control for purposes of perfection; Collateral in good order and repair and will not use the same in violation of law Agent is authorized to file, record, or otherwise utilize such documents as it deems necessary to perfect and/or enforce any policy of insurance thereonsecurity interest or lien granted hereunder, (e) the Debtor Pledgor will permit the Secured Party deliver any and all stock certificates or its designee, to inspect similar instruments evidencing the Collateral to Collateral Agent at any reasonable timethe time of execution of this Agreement, wherever located, and (f) during the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation continuance of the Collateral or incurred in connection with this agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no an Event of Default has occurred and is continuingexcept as otherwise expressly provided herein, sales Pledgor will promptly deliver to Collateral Agent all written notices, dividends, certificates, and other documents constituting or relating to the Collateral, which are received during the continuance of such Event of Default and will promptly give Collateral Agent written notice of any other dispositions notices which are received during the continuance of obsolescent items such Event of equipment in Default by Pledgor with respect to the ordinary course of business consistent with past practices dispositions permitted by the Credit DocumentsCollateral.

Covenants Concerning Collateral. Etc. The Debtor Company further covenants with the Secured Party Creditor as follows: : (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §4, The Collateral will be kept at its principal business offices the locations set forth in Exhibit "B" and the Debtor Company will not remove the Collateral from such locationslocation, without providing at least thirty (30) 30 days prior written notice to the Secured Party, Creditor; (b) except Except for the security interest herein granted and the Debtor Permitted Encumbrances, the Company shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and the Debtor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, Creditor; (c) the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Secured Party, (d) the Debtor The Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, ; (ed) the Debtor will permit the Secured Party or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor The Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreementAgreement. (e) The Company shall at its own expense, to the extent same is insurable, at all times keep all of the Collateral insured in favor of the Creditor in accordance with Section.9 (f). If the Company shall fail to insure its Collateral to the Creditor's satisfaction or to endorse and deposit all policies or certificates with respect thereto as required by Section 9(f), the Creditor shall have the right (but shall be under no obligation) to procure such insurance and the Company agrees to immediately reimburse the Creditor for all costs and expenses of procuring such insurance; and such costs and expenses shall: (i) be added to, and become part of, the Obligations, (ii) bear interest at the Default Rate from the date of such payment by the Creditor until reimbursement by the Company, and (iii) be secured under the Loan Documents, and the Company shall immediately reimburse the Creditor for such amount, together with interest thereon at the Default Rate. Insurable losses shall be adjusted as provided in Section 9(f). The Company shall retain all liability and responsibility in connection with the Collateral; and liability under the Loan Documents shall in no way be affected or diminished by reason of the fact that any such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever be unavailable to it. (i) The Company shall at its own cost and expense, insure its property and operations conducted thereon on a full replacement cost basis in such manner and against such loss, damage and liability, including liability to third parties, as is customary with property owners in the same or similar businesses in the State of New Jersey or such other states where the same are located. (ii) Any insurance required hereunder shall be written by insurance companies authorized or licensed to do business in the State of New Jersey or the states where the property insured is located, shall be of such types as shall be reasonably required by the Creditor and shall be on such forms, in such amounts and written by such companies as shall be approved by the Creditor. The Creditor shall be named pursuant to a standard non-contribution clause endorsement or an equivalent endorsement satisfactory to the Creditor, as the person to whom all payments made by the insurer, as to property and casualty insurance and additional insured as to liability insurance, as his interests may appear. Such insurance coverage may be effected under overall blanket or excess coverage policies of the Company. Each insurance policy maintained pursuant to this Agreement shall contain a provision to the effect that such policy shall not be canceled or decreased unless the Creditor shall be notified at least thirty (30) days prior to such cancellation or alteration. At least thirty (30) days prior to the expiration date of any such policy, the Company shall provide to the Creditor notice of the status of such policy, and not later than ten (10) days prior to the expiration of any such policy, the Company shall provide to the Creditor a renewal policy or certificate marked "premium paid" or accompanied by other evidence of payment of premium satisfactory to the Creditor. (iii) The Creditor shall have the right to adjust any claim in excess of $50,000 in the aggregate under such insurance and may apply any proceeds thereof, when received by it, toward the payment of the Loan or other obligations secured under the Loan Documents, whether or not the same shall then be due. (g) the Debtor will continue to operate, its business in compliance with The repayment and performance of all applicable provisions of the Fair Labor Standards Act, Obligations of the Company shall be guarantied by the Guarantor pursuant to the Guaranty which shall be secured as amendedprovided in the Canadian Security Agreement, and with all applicable provisions the Company will cause the Guarantor to execute and deliver the Guaranty and the Canadian Security Agreement to the Creditor on the Date of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and Closing. (h) The Company shall promptly notify the Debtor will not sell Creditor of any default or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit DocumentsCompany under its loan agreements with Oak Street and/or FCC and shall provide copies to the Creditor of all documents received or sent in connection with any such default or Event of Default.

Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §4Party, will be kept at its principal business offices those locations listed on the Perfection Certificate and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for sales and leases of inventory in the ordinary course of business consistent with past practice. Except as previously pledged and assigned to the Senior Secured Party, and except for the security interest herein granted granted, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other Person, lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, . The Debtor (ci) the Debtor shall not pledge, mortgage or create, or suffer to exist a any right of any Person in or claim by any Person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person Person, other than the Senior Secured Party and the Secured Party, ; (dii) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, ; (eiii) the Debtor will permit the Secured Party Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, ; (fiv) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this agreement, Agreement; (gv) the Debtor will continue to operate, operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, ; and (hvi) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documentsbusiness.