Common use of COVENANTS OF BORROWER Clause in Contracts

COVENANTS OF BORROWER. Borrower covenants and agrees as follows at all times while any of the Secured Obligations remain outstanding: 5.1 Borrower shall maintain the Equipment in good operating order, repair, condition and appearance and protect the Equipment from deterioration, other than normal wear and tear. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of such relocation. 5.3 Upon the request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrower. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof.

COVENANTS OF BORROWER. Borrower covenants with and agrees warrants to Lender as follows at all times while any of the Secured Obligations remain outstandingfollows: 5.1 Borrower shall maintain provide Lender with a detailed Construction Schedule (which shall be in such detail as Lender shall require) prior to the Equipment in good operating order, repair, condition execution of this Agreement and appearance and protect the Equipment from deterioration, other than normal wear and tearshall meet all deadlines described herein. Borrower shall not use commence construction of the Equipment Improvements within 10 days from the date of this Agreement. Borrower shall substantially compete construction by the Completion Date. All construction work shall be performed in substantial compliance with the approved Plans and Specifications, any change orders approved by Lender and with this Agreement. All construction work shall be completed without liens, claims, or permit its use assessments (actual or contingent) asserted against the Premises for any purpose material, labor or other than for which it was designeditems furnished in connection therewith (except as such liens, claims or assessments are insured or bonded to Lender's satisfaction), and all are in full compliance with all construction, use, building, zoning and other similar requirements of any governmental jurisdiction. Borrower's obligation regarding the maintenance Borrower shall provide Lender with satisfactory evidence of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and replacement recommended or advised either such compliance upon request by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentenceLender. 5.2 Borrower agrees that no modification of or amendments to the Plans and Specifications shall only relocate any item be made without first obtaining the approval in writing of Lender and all necessary governmental authorities. In addition, Borrower agrees to deposit with Lender such additional sums or take such action as Lender may require to ensure payment of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest cost of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of any such relocationchanges. 5.3 Upon Borrower shall not, without the request prior written consent of Lender, mortgage, convey, transfer, sell or otherwise dispose of or encumber its interest in the Property or any part thereof or the income to be derived therefrom. 5.4 Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located shall comply with and shall make Borrower's log keep in effect all permits and maintenance records pertaining approvals obtained from any governmental bodies that relate to the Equipment available to lawful construction of the Equipment available to Lender for inspectionImprovements. Burrower shall comply with all existing and future laws, regulations, orders and requirements of all governmental, judicial or legal authorities having jurisdiction over the Property or Improvements. Borrower shall take comply with all action necessary existing or future recorded restrictions affecting the Property. The Improvements shall be constructed entirely on the Property and shall not encroach upon or over any known easement or right-of-way, nor upon the land of others, and when erected shall be wholly within any building restriction lines. 5.5 Borrower shall furnish from time to maintain such logs and maintenance records time upon request by Lender, in a form acceptable to Lender, a correct list of the Contractors and complete fashionall subcontractors employed in connection with construction of the Improvements and true and correct copies of all executed contracts and subcontracts. Lender may contact the Contractor or any subcontractor to verify any facts disclosed in the list, and all contracts and subcontract relating to construction of the Improvements must require the disclosure of the listed information to Lender. 5.4 Upon 5.6 No materials, equipment, fixtures or articles of personal property of Borrower placed in or on the request Improvements shall be purchased or installed under any security agreement or other agreement where the seller reserves or purports to reserve title or the right to remove or repossess the items, or the right to consider such items as personal property after their incorporation in the work of construction, unless authorized by Lender in writing; provided, however, this paragraph is not intended to prevent Borrower from granting a purchase money security interest in computer equipment or software acquired after the date of this Agreement. 5.7 Lender and its agents and representative shall have the right at any reasonable time to enter the Premises and inspect he construction of the Improvements and all plans, specifications, change orders, and other matters pertaining thereto. Lender shall also have the right to examine, copy and audit the books, record, accounting data and other documents of Borrower and Borrower's Contractor relating to the property or construction of the Improvements. If Lender in good faith determines that any work or materials do not conform to the approved Plans and Specifications or sound building practices, or otherwise depart form any other requirements of this Agreement, Lender may require the work to be stopped and withhold disbursements until the matter is corrected. In such event, Borrower shall promptly correct the work to Lender's satisfaction. No such action by Lender shall affect Borrower's obligation to complete the Improvements of any phase of construction by the deadlines designated in Paragraph 5. 1. Any inspection or examination by Lender of books and records of Borrower is for the sole purpose of protecting Lender's collateral and preserving Lender's rights under this Agreement. No default of Borrower shall be waived by any inspection by Lender, and no inspection by Lender shall be construed as a representation that there has been or shall be compliance with the Plans and specifications or that construction is free from defective materials or workmanship. 5.8 Excluding only such liabilities, claims, damages, costs and expenses that are solely and proximately caused by willful misconduct or gross negligence by Lender, Borrower shall indemnify and hold Lender harmless from and against all liabilities, claims, damages, costs and expenses (including, but not limited to, legal fees, costs, and expenses) arising out of or resulting from the construction of the Improvements. Upon demand by Lender, borrower shall defend any action or proceeding brought against Lender. Lender may elect to conduct its own defense at the expense of Borrower. The provisions of this Paragraph shall survive the termination of this Agreement and repayment of the Loan. 5.9 If Borrower is a corporation, limited liability company or partnership, it shall not amend or modify or permit any amendment or modification of, its Articles of Incorporation or its partnership or operating agreement during the term of the Loan without the prior written approval of Lender, which approval shall not be unreasonably withheld. 5.10 Borrower shall not without the prior written consent of Lender (i) commit any default under the terms of the Construction Contract (as hereinafter defined), (ii) waive any of the obligations of the Contractor thereunder, (iii) do any act which would relieve the Contractor from its obligation to construct the Improvements according to the Plans and Specifications, or (iv) make any amendment to the Construction Contract resulting in additional costs which by themselves or in conjunction with other amendments exceed the Construction Budget, or (v) take any action which would cause the Equipment costs of competing construction of the Improvements to be plainly, permanently and conspicuously marked, exceed the undisbursed Loan funds by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. a factor of more than ten percent (10.0%). 5.11 Borrower shall replace not without the prior written consent of Lender (i) commit any such stencilingdefault under the terms of the Architect's Contract (as hereinafter defined), tag (ii) waive any of the obligations of Architect thereunder, (iii) do any act which would relieve the Architect from any obligations thereunder, or plate which may be removed or destroyed or become illegible. (iv) make an amendment to the Architect's Contract. 5.12 Borrower shall keep all Equipment free from any marking obtain such insurance or labeling which might be interpreted evidence of insurance as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when dueLender may require, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securitiesto, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrower. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof.following:

COVENANTS OF BORROWER. 8.1 Borrower covenants shall do, or cause to be done, all of the things necessary to preserve, renew and agrees keep in full force and effect, its corporate existence and its rights, material licenses and material permits shall comply with all laws applicable to it, operate its business in a proper and efficient manner, and substantially as follows presently operated or proposed to be operated, and at all times while any shall maintain, preserve and protect all franchises and trade names and preserve all property used or useful in the conduct of its business, and keep the Secured Obligations remain outstanding:same in good repair, working order and condition, and from time to time make or cause to be made such needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly conducted at all times. Nothing herein shall be construed as prohibiting the disposal or replacement by Borrower of property used or useful in the conduct of its business where such disposal or replacement is dictated by sound business judgment exercised in the ordinary course of business. 5.1 8.2 Borrower shall maintain true and correct books and records and shall keep its books and records in accordance with GAAP, and shall furnish, and shall have each Guarantor furnish Lender, with such financial statements and records as may be required by Lender on a yearly and interim basis as set forth in this Article and other parts of this Agreement. 8.3 Borrower shall properly pay and discharge (a) all taxes, assessments and governmental charges upon or against Borrower or its assets, prior to the Equipment date on which penalties are attached thereto, unless, and to the extent, such taxes are being diligently contested in good operating orderfaith by appropriate proceedings and appropriate reserves therefor have been established; and (b) all lawful claims for labor, repairmaterials, condition supplies, services or anything else which might or could, if unpaid, become a lien or charge upon the properties or assets of Borrower, unless and appearance to the extent only that the same are transferred to bond, being diligently contested in good faith, and protect by appropriate proceedings and appropriate reserves therefor have been established. 8.4 Borrower shall, at its expense, comply with all of the Equipment from deterioration, other than normal wear insurance requirements set forth in this Agreement and tear. the Security Agreements throughout the term of the Loan. 8.5 Borrower shall not use the Equipment indemnify and hold harmless Lender from any and all loss or permit its use for damage of whatsoever kind and from any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall includesuits, claims, or demands, including, without limitation, Lender's reasonable legal fees and expenses, at all maintenancetrial and appellate levels, repairon account of any matter or thing arising out of this Agreement or in connection herewith, refurbishment or on account of any act or omission to act by Borrower in connection with this Agreement or the Loan. Such indemnity shall not extend to claims or demands resulting from the improper action or inaction of Lender. Borrower agrees to pay any and replacement recommended all taxes (other than taxes on or advised either measured by net income of Lender) incurred or payable in connection with the execution and delivery of this Agreement and the Loan, as well as all costs and expenses (including such attorneys' fees as the court deems reasonable and just) incurred by Lender in enforcing this Agreement. Such obligation shall survive repayment of the Loan. 8.6 Borrower, prior to closing, will deliver to Lender: (i) resolutions certified as true by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Secretary of Borrower authorizing Borrower's obligations pursuant participation in connection with the transaction contemplated herein and execution and performance of the Note, (ii) an incumbency certificate of Borrower, (iii) a certificate as to the preceding sentence. 5.2 Borrower shall only relocate any item shareholder interests held in Borrower; (iv) a certified copy of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest Articles of the Lender in the CollateralIncorporation and Bylaws of Borrower, and (bv) it shall have given the Lender no less than fifteen (15) days prior written notice Corporate Certificate of such relocationGood Standing of Borrower. 5.3 Upon 8.7 Borrower shall: (i) make full and timely payments of the request principal and interest due and owing under the Note and the Indebtedness of Borrower to Lender, Borrower shall, during business hours, make whether now existing or hereafter arising; (ii) duly comply with all of the Equipment available terms and covenants contained in each of the Loan Documents; and (iii) at all times maintain the liens and security interest provided for under or pursuant to Lender for inspection at this Agreement as valid and perfected liens and security interests on the place where it is normally located and shall make Borrower's log and maintenance records pertaining property intended to the Equipment available to the Equipment available to Lender for inspection. be covered thereby. 8.8 Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, promptly notify Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any action, suit or claim or counter-claim or proceeding against, or investigation of, Borrower or any Guarantor. Where such action, suit, claim, counterclaim, proceeding or investigation could reasonably be anticipated to have a material litigation adverse effect on the business of Borrower or such Guarantor. 8.9 Borrower shall promptly notify Lender in writing of (i) any material assessments by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) any taxing authorities for unpaid taxes as soon as practicable Borrower has knowledge thereof; and, (ii) any alleged default by Borrower in the performance of, or any modification of, any of the terms and conditions contained in any event material agreement, mortgage or indenture or instrument to which Borrower is a party, or which is binding upon Borrower and upon any default by Borrower in the payment of any of its indebtedness. 8.10 Borrower shall provide to Lender monthly aging schedules for Borrower's accounts receivable. Such aging schedules shall be in form and substance acceptable to Lender and shall be provided within ninety twenty (9020) daysdays following the month for which they are prepared. The following accounts receivable shall be broken out separately: (i) after all receivables for which payment is the end responsibility of each fiscal year, audited Financial Statements, setting forth in comparative form a long term care facility or home healthcare; (ii) all Medicaid related receivables (excluding Medicaid Pending and Medicaid Over the corresponding figures Cap); (iii) all private patient receivables for which payment is the preceding fiscal year, and accompanied by any audit report and opinion responsibility of the independent certified public accountants selected by Borrowerindividual private patients; and (civ) promptly any additional information all receivables related to mail order operations which are due from third party administrators or insurance companies; and (v) all ineligible accounts receivable (including but not limited Medicaid Pending and Medicaid Over the Cap). 8.11 Borrower shall provide to tax returns, income statements, balance sheets, and names of principal creditors) Lender aging schedules for Borrower's accounts payable as Lender may reasonably believes necessary request from time to evaluate time. 8.12 Borrower shall provide to Lender monthly inventory certifications for Borrower's continuing ability inventory. Such certifications shall be in form and substance reasonably acceptable to meet financial obligationsLender, shall break out month end inventory purchased from Bergen and shall be provided within twenty (20) days following the month for which they are prepared. Borrower shall promptly provide to Lender such other schedules of inventory as Lender may reasonably request from time to time. 5.7 Notwithstanding 8.13 Borrower shall provide to Lender quarterly 10Q Reports and quarterly financial statements of Borrower during the foregoing, after the effective date term of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" Loan. The quarterly financial statements shall be deemed prepared on an internal basis in accordance with GAAP. The quarterly 10Q Reports and financial statements shall be provided to refer to only those statements required by Lender simultaneously with the filing of the 10Q Reports with the Securities and Exchange Commission, but in no event more than fifty-five (55) days following the end of each fiscal quarter of Borrower. 8.14 Borrower shall provide to Lender annual 10K Reports and audited annual financial statements of Borrower during the term of the Loan. Such financial statements shall be prepared in accordance with GAAP by a certified public accountant(s) acceptable to Lender. The annual 10K Reports and Financial statements shall be provided to Lender within four (4) months following the end of each fiscal year of Borrower. Borrower acknowledges that Borrower's fiscal year ends December 31. Borrower shall also provide supporting schedules to the audited financial statements as requested by Lender. Lender acknowledges that Ernst & Young, the firm of certified public accountants which currently prepares Borrower's financial statements, is acceptable to Lender. 8.15 Borrower shall provide or cause to be provided no less frequently than quarterly. Borrower will to Lender such proforma financial statements and other financial information requested by Lender from time to time executeduring the term of the Loan. 8.16 Borrower shall cause those schedules, deliver financial statements and fileother financial information to be supplied pursuant to Sections 8.11 through 8.15 to be certified by the Chief Executive Officer, alone the Chief Financial Officer or with the Secretary/Treasurer of the Borrower as being true and correct. 8.17 Borrower shall allow Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably requestLender's designated agent, to confirmenter upon Borrower's premises and inspect Borrower's property at reasonable intervals and times. Lender shall provide Borrower with twenty-four (24) hours written notice, perfect, preserve except where Borrower is in default under the Loan. All such inspections shall be at Borrower's sole cost and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrowerexpense. 5.8 8.18 Borrower shall protect maintain demand deposit operating account(s) with Lender during the term of the Loan, into which funds advanced under the Loan will be deposited. 8.19 Borrower shall maintain all of its business, company and defend depository accounts with Lender during the term of the Loan. 8.20 The ratio of Borrower's title as well as debt to tangible net worth shall not exceed 1.50 to 1.00 at any time during the interest term of the Lender against Loan. The ratio of Borrower's debt to tangible net worth shall be calculated by dividing Borrower's total debt by Borrower's net worth less all persons claiming any interest adverse to intangible assets, all calculated in accordance with GAAP. 8.21 Borrower or Lender shall maintain a minimum working capital of not less than Two Million and shall No/100 ($2,000,000.00) at all times keep during the Collateral free term of the Loan. Borrower's working capital shall be calculated by subtracting Borrower's current liabilities from Borrower's current assets, all calculated in accordance with GAAP. 8.22 The Borrower shall maintain a current ratio of not less than 1.25 to 1.00 at all times during the term of the Loan. Borrower's current ratio shall be calculated by dividing Borrower's current assets by Borrower's current liabilities, all calculated in accordance with GAAP. 8.23 Borrower shall achieve a debt service coverage ratio of not less than 1.00 to 1.00 by December 31, 1996, and clear from shall thereafter maintain a debt service coverage ratio of not less than 1.35 to 1.00 at all times during the term of the Loan. Borrower's debt service coverage ratio shall be calculated by dividing the sum of Borrower's net income, non-cash charges (including, but not limited to depreciation and amortization), non recurring and reasonable one time acquisition costs, and interest expense by the sum of interest expense, the current portion of long-term debt and the current portion of capital lease obligations, all as calculated in accordance with GAAP. 8.24 Borrower shall not sell or convey any attachment of its assets, except in the normal and ordinary course of business, including any merger, consolidation or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens reorganization unless consented to in writing by Lender. 8.25 Borrower shall not incur any additional indebtedness (other than trade indebtedness incurred in the ordinary course of business and capital leases permitted under the following section) in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in the aggregate on an annual basis or have more than One Hundred Thousand and No/100 Dollars ($100,000.00) of additional debt outstanding at any one time during the term of the Loan, or guaranty the obligations of others, except indebtedness to Lender, unless agreed to in writing by Lender. 8.26 Borrower shall give not enter into capital leases aggregating in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) annually without the prior written consent of Lender. No portion of the stated aggregate annual maximum may be carried over from one year to the following year. 8.27 Borrower acknowledges that the ratios and balances set forth in Sections 8.20 through 8.23, inclusive, and Sections 8.25 and 8.26, shall be tested quarter annually, commencing December 31, 1996. 8.28 There shall be no loans from Borrower to any shareholders, officers or directors, affiliates, subsidiaries or holding companies of Borrower during the term of the Loan unless agreed to in writing by Lender. Any such loans to which Lender immediate may agree shall be subordinate in full to Borrower's obligations to Lender under the Note and other Loan Documents. 8.29 Borrower will, within ten (10) days after written notice thereofrequest from Lender, furnish a written statement in form satisfactory to Lender, duly acknowledged: (i) setting forth the unpaid principal balance of, and the interest and other sums due on, the indebtedness evidenced by the Note and/or secured by any of the other Loan Documents; (ii) stating whether or not any offsets or defenses exist against the payments due under the Note or any of the other Loan Documents; and (iii) setting forth such other information as Lender may request from time to time. 8.30 Borrower will notify Lender immediately of any change in the name of Borrower, the principal place of business of Borrower, the office where the books and records of Borrower are kept, or any change in the registered agent of Borrower for the purpose of service of process.

COVENANTS OF BORROWER. Borrower covenants and hereby agrees as follows follows: (a) Borrower, at Borrower's expense, shall promptly procure, execute and deliver to Agent all times while documents, instruments and agreements and perform all acts which are necessary, or which Agent may reasonably request, to establish, maintain, preserve, protect and perfect the Collateral, the Lien granted to Agent therein and the first priority of such Lien or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the Secured Obligations remain outstanding: 5.1 preceding sentence, Borrower shall maintain (i) execute all notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Equipment Patent and Trademark Office or the Copyright Office, as applicable, substantially in good operating orderthe forms of Attachments 2 and 3 hereto or other forms reasonably acceptable to Agent and (ii) take all commercially reasonable steps in any proceeding before the Patent and Trademark Office, repairthe Copyright Office or any similar office or agency in any other country or any political subdivision thereof, condition to diligently prosecute or maintain, as applicable, each application and appearance registration of material Patents, Trademarks, Copyrights and protect Mask Works, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the Equipment from deteriorationextent that dedication, other than normal wear and tear. I-1-4 abandonment or invalidation is permitted hereunder or would not be reasonably likely to have a Material Adverse Effect). (b) Borrower shall not use the Equipment any Collateral or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance Collateral to be used in violation of (i) any provision of the Equipment Credit Agreement, this Security Agreement or any other Credit Document, (ii) any applicable Governmental Rule or Contractual Obligation where such use could reasonably be expected to have a Material Adverse Effect, or (iii) any policy of insurance covering the Collateral where such use is reasonably likely to have a Material Adverse Effect. (c) Borrower shall include, without limitationpay promptly when due all taxes and other governmental charges, all maintenanceLiens and all other charges now or hereafter imposed upon, repair, refurbishment and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentenceaffecting any Collateral. 5.2 (d) Borrower shall only relocate appear in and defend any item of the Collateral provided that: (a) it shall have caused action or proceeding which may affect its title to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of such relocation. 5.3 Upon the request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating LenderAgent's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Collateral if an adverse decision is reasonably likely to have a Material Adverse Effect. (e) Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim separate, accurate and complete records of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower and shall file on or before permit Agent to examine and make copies of such records and provide such reports and information relating to the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) Collateral as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender Agent may reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will request from time to time executetime. (f) Borrower shall not surrender or lose possession of (other than to Agent), deliver and filesell, alone encumber, lease, rent, option, license or with Lender, otherwise dispose of or transfer any financing statements, security agreements Collateral or other documents; and take all further action that may be necessary, right or that Lender may reasonably request, to confirm, perfect, preserve and protect interest therein except as permitted in the security interests intended to be granted herebyCredit Agreement, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrower. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free of all Liens except Permitted Liens. (g) Borrower (either directly or through licensees) will make commercially reasonable efforts to continue to use the Trademarks which are material to Borrower's business or operations in connection with each and clear every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such Trademarks in full force and effect free from any attachment claim of abandonment for nonuse, and Borrower will not (and will not permit any licensee thereof to) do any act or levy, liens or encumbrances whatsoever (except knowingly omit to do any placed thereon by Lenderact whereby Borrower's rights in any such material Trademark is reasonably likely to become invalidated. Borrower will not do any act, or omit to do any liens arising act, whereby the Patents or Patent Registrations which are material to Borrower's business or operations may become abandoned or dedicated or the remedies available against potential infringers weakened if such action or omission would be reasonably likely to have a Material Adverse Effect and shall notify Agent immediately if it knows of any reason or has reason to know that any such Patent Registration may become abandoned or dedicated. Borrower will not do any act or omit to do any act, whereby the Copyrights or Mask Works which are material to Borrower's business or operations may become abandoned or dedicated or the remedies available against potential infringers weakened if such action or omission would be reasonably likely to have a Material Adverse Effect, and shall notify Agent immediately if it knows of any reason or has reason to know that any such Copyright or Mask Work may become abandoned or dedicated. (h) Borrower will promptly notify Agent upon the filing, either by operation Borrower or through any agent, employee, licensee or designee, of (i) an application for the registration of any Patent, Trademark, Copyright or Mask Work with the Patent and Trademark Office or the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, (ii) any assignment of any Patent or Trademark, which Borrower may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any Copyright or Mask Work, which Borrower may acquire from a third party, with the Copyright Office or any similar office or agency in any other country or any political subdivision thereof. (i) Borrower shall (i) make application to the Patent and Trademark Office to register any material unpatented but patentable inventions developed by Borrower or its employees (within the scope of their employment), unless Borrower, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a Trade Secret, (ii) make application to the Patent and Trademark Office to register any registerable but unregistered material Trademarks used by Borrower in connection with its products or services unless Borrower in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value, and (iii) make application to the Copyright Office to register any material unregistered Copyright or Mask Work to which Borrower has rights unless Borrower in the exercise of its prudent business judgment, deems any such Copyright or Mask Work not to have any significant commercial value or determines that its rights thereunder are better protectable as a Trade Secret. (j) Borrower shall (i) use proper statutory notice in connection with its use of the Trademarks, Copyrights and Mask Works, (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks, and (iii) take all commercially reasonable steps to protect the secrecy and the validity under applicable law of all material Trade Secrets. (k) If any Executive Officer of Borrower learns of any use by any Person of any term or design likely to cause confusion with respect any Trademark, Borrower shall promptly notify Agent of such use and of all steps taken and to be taken to remedy any infringement of such Trademark. (l) Borrower shall maintain with each employee who may have access to any obligations material Trade Secrets of Borrower an agreement by which such employee agrees not yet overdue to disclose such Trade Secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee's employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, including, patents and patent applications, to Borrower and further requiring such employee to cooperate fully with Borrower, its successors in interest, including Agent, and their counsel, in the prosecution of any patent application or in any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereoflitigation involving the invention, whether such cooperation is required during such employee's employment with Borrower or after the termination of such employment.

COVENANTS OF BORROWER. Borrower covenants and agrees as follows at all times while any of the Secured Obligations remain outstanding: 5.1 Borrower shall maintain the Equipment in good operating order, repair, condition and appearance and protect the Equipment from deterioration, other than normal wear and tear. Borrower shall not use any of the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral Equipment provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of such relocation.; 5.3 Upon In the event Borrower adds or installs any Upgrade (as hereinafter defined) on the Equipment, at the request of Lender, Borrower shall, during business hours, make upon Lender's demand made in conjunction with a sale or other disposition of the Equipment available to Lender for inspection at during the place where it is normally located occurrence of an Event of Default, remove any such Upgrade and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause restore the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest the condition in the Equipment. Borrower shall replace any which such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer is required to be true and correct; (b) maintained hereunder as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterlyif such Upgrade had never been attached thereto. Borrower will from time not, without the prior written consent of Lender (which shall not unreasonably withheld, delayed or conditioned in the case of tenant improvements) and subject to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that such conditions as Lender may reasonably requestimpose for its protection, to confirm, perfect, preserve and protect affix the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrower. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect Equipment to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice real property if, as a result thereof, the Equipment could become a fixture under applicable law.

COVENANTS OF BORROWER. Borrower covenants and agrees as follows at all times while any of the Secured Obligations remain outstanding: 5.1 Borrower shall maintain the Equipment in good operating order, repair, condition and appearance and protect the Equipment from deterioration, other than normal wear and tear. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of such relocation. 5.3 Upon the request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety one hundred and twenty (90120) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrower. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof.

COVENANTS OF BORROWER. Borrower covenants and agrees as follows at all times while any with respect to the construction of the Secured Obligations remain outstandingProject, unless Xxxxxx has waived compliance in writing: 5.1 (a) Borrower will commence construction of the Project within thirty (30) days after the Effective Date . All construction work will be done under and in accordance with building permits issued by . (b) The Project will be constructed in a good, workmanlike, expeditious, and continuous manner. The Project shall maintain be completed in accordance with the Equipment Construction Documents, as evidenced by the written certification of the Project architect and contractor in good operating orderform and substance satisfactory to Lender, repairno later than the date 30 months after the date of the Reservation Letter (unless extended as described in section 1 of the Note) ("Completion Date"). Any change to the Completion Date must be approved by the Lender. (c) All Construction Documents and the Sources and Uses of Funding Budget will be approved by Xxxxxx in writing and will not be modified subsequent thereto in any material respect without Xxxxxx's prior written approval, condition which approval shall not be unreasonably withheld or delayed. (d) Lender and appearance its agents and protect representatives will have the Equipment from deteriorationright at any reasonable time to inspect the Project, observe the work of construction, examine all materials, plans, specifications, work drawings and other than normal wear matters relating to the construction, and tearverify that construction is progressing in compliance with the Lender-approved disbursement schedule and all Construction Documents; provided, however, such inspection by Lender is solely for the purpose of protecting Lender's rights and interests, and shall under no circumstances impose any liability on Lender or result in a waiver of any Event of Default of Borrower or be a representation that Borrower is or will be in compliance with the Construction Documents or other applicable laws or requirements. (e) All funds disbursed hereunder will be used by Borrower for such purposes relating to the construction and lease-up of the Project as are shown on the applicable Draw Request for Disbursement and line item of the Sources and Uses of Funding Budget, and for no other purpose. Borrower shall not use the Equipment loan or permit its use for otherwise make available all or any purpose other than for which it was designed. Borrower's obligation regarding the maintenance part of the Equipment shall includeLoan proceeds to any person or entity without the prior written consent of Lender. (f) Xxxxxxxx agrees to provide to Lender upon Xxxxxx's request supporting documentation of all soft costs incurred by Borrower that are shown on the Sources and Uses of Funding Budget (e.g., without limitationarchitectural design expenses, all maintenancelegal and other consultant fees, repairconstruction interest, refurbishment and replacement recommended closing costs), whether or advised either not such costs are paid from Loan proceeds. (g) If at any time Lender determines that the undisbursed Loan proceeds, together with any sums provided or to be provided by the manufacturerBorrower, by other construction lenders, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed any other third party are insufficient to construct and complete the Project in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to accordance with the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statementsConstruction Documents, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the CollateralXxxxxxxx agrees, and (b) it shall have given the Lender no less than within fifteen (15) days prior after written notice from Lender, to obtain documentation satisfactory to Lender, in its sole discretion, demonstrating the availability of such relocationadditional funds as are necessary to enable the Project to be so completed. 5.3 Upon (h) All contractors and subcontractors on the request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located Project will be registered and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared bonded in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"):ORS Chapter 701 and shall be licensed as required by applicable law. (ai) Xxxxxxxx agrees to comply with any and all applicable HUD Federal Specifications and to include such specifications as soon as practicable (and in any event within thirty (30) days) after an addendum to the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrowergeneral contractor's Chief Executive or Financial Officer to be true and correct;construction contract. (bj) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided Borrower covenants that there has been no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or material change in the name of Borrower Project financing as agent and attorney-in-fact for Borrowerdescribed in Section 2. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof.

COVENANTS OF BORROWER. (a) Borrower covenants shall keep or cause the Property to be kept free from Hazardous Substances (except those substances used and agrees as follows at all times while stored by Borrower or any tenant of the Secured Obligations remain outstanding:Property in the ordinary course of its business and in compliance with all Environmental Laws and, if applicable, its Lease), shall not install or use any underground storage tanks, shall expressly prohibit the use, generation, handling, storage, production, processing and disposal of Hazardous Substances by all tenants of space in the Improvements (except those substances used in the ordinary course of business and in compliance with all Environmental Laws and its Lease), and, without limiting the generality of the foregoing, AMENDED AND RESTATED ENVIRONMENTAL AND HAZARDOUS SUBSTANCE 43412-20/Continental Towers during the term of this Agreement, shall not install in the Improvements or permit to be installed in the Improvements asbestos or any substance containing asbestos. 5.1 (b) Borrower shall maintain promptly notify Lender should Borrower become aware of (i) any Hazardous Substances, or other potential environmental problem or liability, with respect to the Equipment in good operating orderProperty, repair(ii) any lien, action or notice affecting the Property or Borrower resulting from any violation or alleged violation of the Environmental Law, (iii) the institution of any investigation, inquiry or proceeding concerning Borrower or the Property pursuant to any Environmental Law or otherwise relating to Hazardous Substances, or (iv) the discovery of any occurrence, condition and appearance and protect or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the Equipment from deterioration, other than normal wear and teartime of such discovery. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance shall, promptly and when and as required and regardless of the Equipment source of the contamination, at their own expense, take all actions as shall includebe necessary or advisable for the clean-up of any and all portions of the Property or other affected property, including, without limitation, all maintenanceinvestigative, repairmonitoring, refurbishment removal, containment and replacement recommended remedial actions in accordance with all applicable Environmental Laws (and in all events in a manner reasonably satisfactory to Lender), and shall further pay or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused cause to be filed and/or delivered paid, at no expense to Lender, all clean-up, administrative and enforcement costs of applicable governmental agencies which may be asserted against the Property. In the event Borrower fails to do so, Lender all UCC financing statementsmay, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no upon not less than fifteen ten (1510) days prior written notice to Borrower, cause the Property or other affected property to be freed from any Hazardous Substances or otherwise brought into conformance with Environmental Laws and any reasonable out-of-pocket costs incurred in connection therewith shall be included in Costs and shall be paid by Borrower in accordance with the terms of such relocationParagraph 4(c) hereof. In furtherance of the foregoing, Borrower hereby grants to Lender access to the Property and an irrevocable license to remove any items deemed by Lender to be Hazardous Substances and to do all things Lender shall reasonably deem necessary to bring the Property into conformance with Environmental Laws. 5.3 (c) Upon the written request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located any time and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time executeafter the occurrence of and during the continuance of an Event of Default under this Agreement or the Loan Documents or at such other time as Lender has determined (in the exercise of its good faith judgment but in no event more than one (1) time in any consecutive twelve (12) month period absent the occurrence and continuance of an Event of Default) that reasonable grounds exist to believe that Hazardous Substances are or have been released, deliver and filestored or disposed of on or around the Property in violation of the Environmental Laws, alone Borrower shall provide, at Borrower's sole expense, an inspection or with Lender, any financing statements, security agreements audit of the Property prepared by a hydrogeologist or environmental engineer or other documents; and take all further action that may be necessary, appropriate consultant reasonably approved by Lender indicating the presence or that absence of Hazardous Substances on the Property in violation of Environmental Laws or an inspection or audit of the improvements located on the Property prepared by an engineering or consulting firm reasonably acceptable to Lender may reasonably indicating the presence or absence of friable asbestos or substances containing asbestos on the Property. If Borrower fails to provide such inspection or audit within sixty (60) days after such AMENDED AND RESTATED ENVIRONMENTAL AND HAZARDOUS SUBSTANCE 43412-20/Continental Towers written request, Lender may, upon not less than ten (10) days prior written notice to confirmBorrower, perfect, preserve and protect order the security interests intended to be granted herebysame, and in addition, and for such purposes only, Borrower hereby authorizes grants to Lender access to execute the Property and deliver on behalf an irrevocable license to undertake such inspection or audit. The cost of such inspection or audit shall be included in Costs and shall be paid by Borrower in accordance with the terms of Paragraph 4(c) hereof. If no Event of Default has occurred and is continuing and in the event Lender requests any such inspection or audit more than one (1) time in any consecutive twelve (12) month period, Lender shall have the right to file obtain such financing statements, security agreement and other documents without the signature of Borrower either in additional audit or inspection at Lender's name or in the name of Borrower as agent sole cost and attorney-in-fact for Borrowerexpense. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof.

COVENANTS OF BORROWER. In addition to the covenants and agreements of the Borrower contained in the other Transaction Documents, and as long as the Note is outstanding, the Borrower hereby covenants and agrees as follows at all times while any of the Secured Obligations remain outstandingfollows: 5.1 Borrower shall maintain the Equipment in good operating order, repair, condition and appearance and protect the Equipment from deterioration, other than normal wear and tear. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of such relocation. 5.3 Upon the request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and Borrower shall promptly give notice in any event within thirty (30) days) after writing to Lender of the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement occurrence of any material litigation by litigation, arbitration or against governmental proceeding affecting Borrower), each certified by and of any governmental investigation or labor dispute pending or, to the knowledge of Borrower's Chief Executive , threatened which could reasonably be expected to interfere substantially with normal operations of the business of Borrower or Financial Officer to be true and correct;materially adversely, affect the financial condition of Borrower. (b) as soon as practicable (and Borrower shall promptly give notice in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion writing to Lender of the independent certified public accountants selected by Borrower; andoccurrence of any Event of Default (as defined in the Note) and of any condition, event, act or omission which, with the giving of notice or the lapse of time or both, would constitute an event of default under this Agreement or under the Transaction Documents. (c) promptly Any and all payments by the Borrower hereunder or under the Note to or for the benefit of Lender shall be made free and clear of and without deduction for any additional information and all present or future Taxes, deductions, charges or withholdings (including but d) The Borrower may not limited to tax returnsreduce the exercise or conversion price of any options, income statementswarrants or convertible securities outstanding on or after May 15, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations2014 without prior approval from Lender. 5.7 Notwithstanding (e) The Borrower shall not pay or declare any dividends or make any distributions to equity holders (common or preferred) while the foregoingNote is outstanding. (f) Unless required by law, after prior to Closing Borrower shall not make any public statements about the effective date contemplated transaction without the prior written consent of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Lender. (g) Borrower will impose a black-out period (trading restriction) on all of its officers and directors such that they will be precluded from trading in the Borrower’s Common Stock to the same extent as the Placement Agent’s brokers are restricted from trading the Borrower’s Common Stock. The Placement Agent shall advise the Borrower of the trading restrictions it imposes on its brokers, from time to time executetime. This restriction shall apply only during periods that it is actively offering the Borrower’s securities and shall not apply beyond June 30, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby2014, and shall be in additionaddition to any other black-out period the Borrower imposes on its officers and directors. (h) Borrower will seek prior written approval from Lender before effecting a change in control or acquisition of the Borrower. Borrower acknowledges that any such change in control or acquisition may trigger the Lender’s right to convert the Note into Conversion Shares, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or as more fully described in the name of Borrower as agent and attorney-in-fact for BorrowerNote. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof.

COVENANTS OF BORROWER. Borrower covenants and agrees as follows at all times while any of the Secured Obligations remain outstanding: 5.1 Borrower shall maintain the Equipment in good operating order, repair, condition and appearance and protect the Equipment from deterioration, other than normal wear and tear. Borrower shall not use the Equipment or permit its use for any purpose other than that for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and the replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of such relocation. 5.3 Upon the request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking marketing or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrower. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof. 5.9 Borrower shall not sell, transfer, assign, hypothecate or otherwise encumber its Intellectual Property without Lender's prior written consent.

COVENANTS OF BORROWER. 10.1 Each Borrower covenants shall do, or cause to be done, all of the things necessary to preserve, renew and agrees keep in full force and effect, its corporate existence and its rights, licenses, Franchises and permits and shall comply with all laws applicable to it, operate its business in a proper and efficient manner, and substantially as follows presently operated or proposed to be operated, and at all times while any of the Secured Obligations remain outstanding: 5.1 Borrower shall maintain the Equipment in good operating ordermaintain, repair, condition and appearance preserve and protect all Franchises and trade names and preserve all property used or useful in the Equipment from deterioration, other than normal wear and tear. Borrower shall not use the Equipment or permit conduct of its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall includebusiness (including, without limitation, all maintenance, the Railroad Trackage and the Machinery and Equipment) and keep the same in good repair, refurbishment working order and replacement recommended condition, and from time to time make or advised either cause to be made any needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted at all times. 10.2 Each Borrower shall at all times maintain true and correct books and records and shall keep its books and records in accordance with Generally Accepted Accounting Principles, and shall furnish the Agent with such financial statements as may be required by the manufacturerMajority Lenders on a yearly and interim basis as set forth in this paragraph and other parts of this Agreement. 10.3 Each Borrower shall properly pay and discharge (a) all taxes, assessments and governmental charges upon or against such Borrower or its assets prior to the date on which penalties are attached thereto, unless, and to the extent, such taxes are being diligently contested in good faith by appropriate proceedings and appropriate reserves therefor have been established; and (b) all lawful claims for labor, materials, supplies, services or anything else which might or could, if unpaid, become a lien or charge upon the properties or assets of such Borrower, unless and to the extent only that the same are transferred to bond, being diligently contested in good faith, and by appropriate proceedings and appropriate reserves therefor have been established. 10.4 Each Borrower shall, at its expense, comply with all of the insurance requirements set forth in this Agreement, the Mortgage Documents and the Security Agreements throughout the term of the Loans. 10.5 The Borrowers, jointly and severally, shall indemnify and save harmless the Agent and the Lenders from any and all loss or damage of whatsoever kind and from any suits, claims, or that commonly performed by prudent business and/or professional practice. Any exceptions demands, including, without limitation, the Agent's and the Lenders' reasonable legal fees and expenses, at all trial and appellate levels, on account of any matter or qualifications expressed in thing arising out of this Agreement relating or in connection herewith, or on account of any act or omission to normal act by any of the Borrowers in connection with this Agreement and the Loans. The Borrowers, jointly and severally further agree to pay any and all taxes (other than taxes on or ordinary wear measured by net income of the Lenders) incurred or payable in connection with the execution and tear delivery of this Agreement and the Loans and all other loans from Lenders (or any of them) to Borrowers (or any of them). Such obligation shall not be deemed to limit Borrower's obligations pursuant to survive repayment of the preceding sentenceLoans. 5.2 Borrower 10.6 Lenders shall only relocate any item have the right, at Lenders' cost, from time to time hereafter and until the maturity of the Collateral provided thatLoans, to publicize and advertise in any manner Lenders' participation as lenders in connection with the Loans. 10.7 The Borrowers shall: (a) it shall have caused make full and timely payments of the principal and interest due and owing under each of the Notes and the Indebtedness of the Borrowers to the Lenders, whether now existing or hereafter arising; (b) duly comply with all of the terms and covenants contained in each of the Loan Documents; and (c) at all times maintain the liens and security interests provided for under or pursuant to this Agreement and all other applicable Loan Documents as valid and perfected liens and security interests on the property intended to be filed and/or delivered to covered thereby. 10.8 The Borrowers shall provide the Lender all UCC financing statementsAgent with prompt written notice upon the commencement of any action, certificates suit or other documents claim or instruments necessary to continue counter-claim or proceeding against or investigation of any Borrower (except when such alleged liability is not material or is fully covered by insurance). 10.9 The Borrowers shall promptly notify the Agent in effect the first prior perfected security interest writing of the Lender in the Collateral, (a) any material assessments by any taxing authorities for unpaid taxes as soon as any Borrower has knowledge thereof; and (b) it any alleged default by any Borrower in the performance of or any modification of any of the terms and conditions contained in any agreement, mortgage or indenture or instrument to which such Borrower is a party, or which is binding upon any Borrower, and upon any default by any Borrower in the payment of any of its indebtedness. 10.10 Each Borrower shall have given pay all indebtedness and obligations promptly and in accordance with their respective terms and pay and discharge promptly all taxes, assessments, and governmental charges or levies imposed upon them or in respect of their property, before the Lender no less than fifteen (15) days prior same shall become in default, as well as all lawful claims for labor, materials, and supplies or otherwise which, if unpaid, might become a lien or charge upon such property or any part thereof, and timely comply with all applicable laws and governmental rules and regulations. 10.11 The Borrowers shall give the Agent prompt written notice of such relocationany action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency, the outcome of which might adversely affect the operations or financial condition of the Borrowers (or any of them) or adversely affect the ability of the Borrowers to perform under the Loan Documents. 5.3 Upon 10.12 The Borrowers shall give the request Agent prompt written notice of Lenderany Event of Default hereunder, or any event of default, with respect to their obligations under any of the other Loan Documents to which any Borrower is a party indicating the nature and status thereof and the action which the party giving such notice proposes to take with respect thereto. 10.13 Borrowers shall not directly or indirectly engage in any business activity which would represent a material change from the kind of business activity currently engaged in by them, which in the aggregate would have a substantial and material effect on the Borrowers' business, without the prior written consent of Lenders, which consent shall be in Lenders' sole discretion. 10.14 No Borrower shall, upon the occurrence of an uncured Event of Default or an event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, as well as during business hoursthe continuance thereof: (a) declare any dividend or make any other distribution with respect to its stock (whether by reduction of capital or otherwise), or redeem, retire, purchase or otherwise acquire, directly or indirectly, for value or set apart any sum for the redemption, retirement, purchase or other acquisition of, directly or indirectly, any shares of its common stock or warrants or options to purchase any shares of its common stock; or (b) declare dividends or make any other distribution with respect to its stock (whether by reduction of capital or otherwise). 10.15 In connection with the Locomotive Appraisal, the Railroad Trackage Appraisal, the Truck Locators, Inc. Appraisal and the Real Estate Appraisals, Borrowers shall provide to the Agent updated appraisals of all or any of the same as required by the Majority Lenders at any time during the term of the Loans (provided however, that unless an Event of Default shall have occurred and be continuing, or unless Borrowers are refinancing Machinery and Equipment available in accordance with the terms set forth in the Security Agreements, that each of the above set forth appraisals shall be limited to Lender one (1) re-appraisal per year), said appraisals to be performed at Borrowers' sole cost and expense. Additionally, Borrowers shall have the right to obtain updated appraisals of all or any of the above set forth appraisals for inspection the purpose of determining the then current value of the assets which are re-appraised in order to apply for an increased amount of availability under the Loans. Said re-appraisals shall be performed at Borrowers' sole cost and expense, and, must be in form and content acceptable to the place where Majority Lenders in their sole discretion. The re-appraisal must additionally be based upon the same standards as the initial appraisal related to the property which is being appraised was based (e.g., if the original appraisal was based on a forced liquidation valuation, the new appraisal must also be based upon a forced liquidation valuation; if the original appraisal was based upon a fair market valuation, the new appraisal must be based upon a fair market valuation). The determination as to availability under the Loans, based upon said re-appraisal(s), shall be determined by the Majority Lenders in their sole discretion; provided further, that it is normally located acknowledged by Borrowers that in the event that said re-appraisal indicates a diminution in value of the reappraised assets that availability under the Loans will be reduced accordingly. 10.16 Each of the Borrowers, together with all (directly owned or indirectly owned) subsidiary corporations of RailAmerica (the "Subsidiary Corporations") shall on a consolidated basis comply with all of the following covenants, terms and conditions: (a) Borrowers shall make Borrower's log and maintenance records pertaining provide to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs Agent annual consolidated and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the consolidating audited financial statements listed hereinafterof each Borrower, prepared in accordance with generally accepted accounting principles consistently applied GAAP, by certified public accountants acceptable to the Majority Lenders, in form and substance acceptable to the Majority Lenders, within one hundred twenty (the "Financial Statements"): (a120) as soon as practicable (and in any event within thirty (30) days) after days following the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement fiscal year of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct;Borrowers. (b) Borrowers shall provide to the Agent quarterly internally prepared financial statements of each Borrower, in form and substance acceptable to the Majority Lenders, within sixty (60) days of the end of each quarterly period in each fiscal year of the Borrowers. (c) Borrowers shall allow the Agent to conduct semi-annual audits (the frequency of which may be adjusted at any time by Agent, in the event the Majority Lenders deem the same necessary due to an adverse change or trend in the Borrowers' business) of the Borrowers performed in each fiscal year of Borrowers during the term of the Loans. There shall be a semi-annual audit fee due and owing from Borrowers to Agent in connection with said audits based upon a charge of Four Hundred and 00/100 Dollars ($400.00) per day plus expenses, provided further that so long as soon as practicable audits are not conducted more often than on a semi-annual basis, the annual fees for said audits shall not exceed the sum of Ten Thousand and 00/100 Dollars (and in any event $10,000.00) plus expenses. (d) Borrowers must provide the Agent, within ninety one hundred twenty (90120) days) days after the end of each fiscal yearyear of Borrowers (12/31), audited Financial Statements, setting forth in comparative form the corresponding figures projections reflecting Borrowers' performance for the preceding next three (3) fiscal yearyears, with said projections to be broken down on a quarterly basis. (e) Borrowers shall provide to the Agent on a semi-annual basis, a complete and accompanied by any audit report updated listing of all of their customers and opinion account debtors, which listing shall include all of the independent certified public accountants selected by Borrower; andcustomers' and account debtors' addresses and phone numbers. (cf) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding At the foregoing, after the effective date option of the initial registration statement covering a public offering of Borrower's securitiesMajority Lenders, Borrowers shall provide to the term "Financial Statements" Agent at such times as shall be deemed to refer to only those statements required by the Securities Majority Lenders, an aged analysis of all outstanding accounts receivable and Exchange Commissionaccounts payable of Borrowers, in form and content acceptable to be provided no less frequently than quarterly. Borrower will from time the Majority Lenders, together with an aged analysis of all inventory of Borrowers, in form and substance acceptable to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for BorrowerMajority Lenders. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and (g) Borrowers shall at all times keep maintain a Tangible Net Worth (which is defined as net worth plus Subordinated Debt, less goodwill and other intangibles) of not less than Fifty-Five Million and 00/100 Dollars ($55,000,000.00) plus (i) fifty (50%) percent of annual net income for each fiscal year ended, beginning with the Collateral free fiscal year ending December 31, 1999, it being acknowledged that Borrower's annual net income must be in excess of Zero and clear from 00/100 Dollars ($-0-) in each fiscal year, plus (ii) seventy-five percent (75%) of the aggregate net proceeds of any attachment Subordinated Debt or levyequity offerings. Additionally, liens excluding Canada, at all times foreign investments, advances, joint ventures, and other similar investments outside of the United States cannot exceed fifty percent (50%) of the Borrowers' consolidated Tangible Net Worth. (h) Borrowers shall maintain a Minimum Asset Ratio of not less than 1.4 to 1 at all times during the term of the Loans. (i) Borrowers shall maintain a Leverage Ratio (which is defined as total liabilities less Subordinated Debt and non-recourse indebtedness divided by Tangible Net Worth) of not greater than 2.50 to 1 at all times. (j) Borrowers shall not declare or encumbrances whatsoever (except pay any placed thereon by Lender, dividend or make any liens arising by operation of law other distributions with respect to their stock, both common and preferred (whether by reduction of capital or otherwise); provided, however, so long as there is no then existing Event of Default and no event which with notice, or lapse of time, or both, would constitute an Event of Default, that Borrowers may declare and pay an annual dividend of up to twenty percent (20%) of annual net income on the Borrowers' preferred and common stock. (k) Borrowers shall maintain an Interest Coverage Ratio (which is defined as earnings before interest and taxes divided by total senior interest expense) of not less than 2.0 to 1 from Closing through the quarter ending December 31, 1999, and of not less than 2.25 to 1 at all times thereafter, said ratio to be calculated on a rolling four (4) quarter basis. (l) Borrowers shall maintain a Cash Flow Coverage Ratio (which is defined as total senior debt outstanding divided by pro forma earnings before interest, taxes, depreciation and amortization) calculated on a rolling four (4) quarter basis of not greater than 4.75 to 1 from Closing through the quarter ending December 31, 1999; not greater than 4.50 to 1 from January 1, 2000 through the quarter ending December 31, 2000; and not greater than 4.25 to 1 thereafter. So long as Borrower shall have delivered to Agent financial information, in form and substance satisfactory to the Majority Lenders, regarding any obligations domestic property acquired which disclose the prior operating results of such domestic property, the pro forma effect of any acquisition by Borrower during such twelve (12) month period shall be included in EBITDA under this definition as if such acquisition occurred on the first day of such period. NOTE: IN CONNECTION WITH THE COVERAGE RATIOS SET FORTH IN (k) AND (l) ABOVE, ALL CALCULATIONS ARE EXCLUSIVE OF FOREIGN SUBSIDIARY CORPORATIONS (OTHER THAN CANADIAN SUBSIDIARY CORPORATIONS). ADDITIONALLY, BOTH EBIT AND EBITDA CALCULATIONS SHALL INCLUDE CASH DIVIDENDS AND CASH PAYMENTS FROM NON-BORROWING SUBSIDIARY CORPORATIONS OF RAILAMERICA. (m) Borrowers shall provide to the Agent the Remittance Reports, the Minimum Asset Ratio Certificates, the Financial Covenant Compliance Certificates, the list of Receivables and Eligible Receivables, the list of all sales effectuated by each Borrower and the list of all inventory of Borrowers in accordance with and at the times required by the terms and provisions of Sections 3.1 and 3.2 of this Agreement. (n) Borrowers shall not yet overdue or loan money to any other liens consented to officers, directors, shareholders and/or employees of Borrowers during the term of the Loans in writing by Lenderthe aggregate exceeding One Million and 00/100 Dollars ($1,000,000.00) and shall give Lender immediate written notice thereofin any fiscal year, without the consent of the Majority Lenders.

COVENANTS OF BORROWER. 8.1 Each Borrower covenants shall do, or cause to be done, all of the things necessary to preserve, renew and agrees keep in full force and effect its corporate existence and its rights, licenses and permits shall comply with all laws applicable to it, operate its business in a proper and efficient manner, and substantially as follows presently operated or proposed to be operated, and at all times while shall maintain, preserve and protect all franchises and trade names and preserve all property used or useful in the conduct of its business, and keep the same in good repair, working order and condition, and from time to time make or cause to be made any needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted at all times. 8.2 Each Borrower shall at all times maintain true and correct books and records and shall keep its books and records in accordance with Generally Accepted Accounting Principles, and shall furnish the Lender with such financial statements as may be required by Lender on a yearly and interim basis as set forth in this paragraph and other parts of the Secured Obligations remain outstandingthis Agreement. 8.3 Each Borrower shall properly pay and discharge: 5.1 (a) all taxes, assessments and governmental charges upon or against such Borrower or its assets prior to the date on which penalties are attached thereto, unless, and to the extent, such taxes are being diligently contested in good faith by appropriate proceedings and appropriate reserves therefor have been established; and (b) all lawful claims for labor, materials, supplies, services or anything else which might or could, if unpaid, become a lien or charge upon the properties or assets of such Borrower, unless and to the extent only that the same are transferred to bond, being diligently contested in good faith, and by appropriate proceedings and appropriate reserves therefor have been established. 8.4 The Borrower shall maintain the Equipment in good operating orderCash Collateral Account, repairinto which all payments and other proceeds of Receivables will be deposited by Borrower. it is acknowledged that on or before July 1, condition 1998, Borrower and appearance Lender shall enter into a Security, Cash Collateral and protect the Equipment from deterioration, other than normal wear Lockbox Agreement whereby and tear. "hereunder Borrower shall not use direct all account debtors to remit all payments to a lockbox to be maintained with and administered by Lender, with such collections to be deposited into the Equipment or permit its use for any purpose other than for which it was designed. Cash Collateral Account, to be applied against the Loan facility balance. 8.5 The Borrower shall allow Lender to conduct audits of the Borrower's obligation regarding the maintenance books and records (and to make copies and extracts therefrom), including an audit confirmation of the Equipment shall include, without limitation, all maintenance, repair, refurbishment accounts receivable balances and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of such relocation. 5.3 Upon the request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security ownership interest in the Equipmentinventory, assets and business properties of Borrower. Borrower The above set forth audits, examinations and inspections shall replace be conducted not less than four (4) times in each fiscal year of Borrower. Said audits shall be performed at the sole cost and expense of Borrower. The current per diem for said audits is Four Hundred Twenty and 00/100 Dollars ($420.00) per day, plus expenses, subject to change at any such stenciling, tag or plate which time. The foregoing ofthe audits may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from adjusted by Lender at any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrowersole discretion. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof.

COVENANTS OF BORROWER. 8.1 Each Borrower covenants shall do, or cause to be done, all of the things necessary to preserve, renew and agrees keep in full force and effect its corporate existence and its rights, licenses and permits shall comply with all laws applicable to it, operate its business in a proper and efficient manner, and substantially as follows presently operated or proposed to be operated, and at all times while shall maintain, preserve and protect all franchises and trade names and preserve all property used or useful in the conduct of its business, and keep the same in good repair, working order and condition, and from time to time make or cause to be made any needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted at all times. 8.2 Each Borrower shall at all times maintain true and correct books and records and shall keep its books and records in accordance with Generally Accepted Accounting Principles, and shall furnish the Lender with such financial statements as may be required by Lender on a yearly and interim basis as set forth in this paragraph and other parts of the Secured Obligations remain outstandingthis Agreement. 8.3 Each Borrower shall properly pay and discharge: 5.1 Borrower shall maintain the Equipment in good operating order, repair, condition and appearance and protect the Equipment from deterioration, other than normal wear and tear. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered all taxes, assessments and governmental charges upon or against such Borrower or its assets prior to the Lender all UCC financing statementsdate on which penalties are attached thereto, certificates or other documents or instruments necessary unless, and to continue the extent, such taxes are being diligently contested in effect the first prior perfected security interest of the Lender in the Collateral, good faith by appropriate proceedings and appropriate reserves therefor have been established; and (b) it shall have given all lawful claims for labor, materials, supplies, services or anything else which might or could, if unpaid, become a lien or charge upon the Lender no less than fifteen (15) days prior written notice properties or assets of such relocationBorrower, unless and to the extent only that the same are transferred to bond, being diligently contested in good faith, and by appropriate proceedings and appropriate reserves therefor have been established. 5.3 Upon 8.4 In accordance with the request terms and provisions of Lenderthe Security, Borrower shall, during business hours, make Cash Collateral Account and Lockbox Agreement at such time as the Equipment available to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lendersame becomes effective, Borrower shall cause direct all account debtors to remit all payments to the Equipment Lockbox maintained with and administered by Lender, with such collections to be plainlydeposited into the Cash, permanently Collateral Account to be applied against the Loan facility balance in accordance with the terms and conspicuously markedprovisions of the Security, by stenciling or by metal tag or plate affixed theretoCash Collateral Account and Lockbox Agreement. 8.5 The Borrower shall allow Lender to conduct audits of the Borrower's books and records (and to make copies and extracts therefrom), indicating Lender's security including an audit confirmation of accounts receivable balances and ownership interest in the Equipmentinventory, assets and business properties of Borrower. Borrower The above set forth audits, examinations and inspections shall replace be conducted not less than four (4) times in each fiscal year of Borrower. Said audits shall be performed at the sole cost and expense of Borrower. The current per diem for said audits is Four Hundred Twenty and 00/100 Dollars ($420.00) per day, plus expenses, subject to change at any such stenciling, tag or plate which time. The frequency of the audits may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from adjusted by Lender at any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrowersole discretion. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof.

COVENANTS OF BORROWER. Until payment in full of the Note and all other sums required to be paid by Borrower covenants under the Security Instruments and this Agreement, Borrower shall: 2.5.1. Cause the Improvements to be constructed, equipped and completed, diligently and continuously and with all reasonable dispatch, in accordance with all laws, rules, regulations and requirements of all governmental authorities having jurisdiction with respect to the Improvements, the appropriate Board of Fire Underwriters, and the Plans and any modifications and additions to the Plans which may reasonably be deemed necessary or desirable by Lender and/or Lender's supervising engineer, which modifications and additions Borrower agrees as follows to provide within five (5) days after Lender's reasonable request therefor. 2.5.2. In any event, cause the Improvements to be completed and ready for occupancy within six (6) months from the date of the Note. 2.5.3. Make no material changes or amendments to the Plans and make no change orders which increase the price of any contract or subcontract of $25,000.00 or greater by more than five (5%) percent, or which would in the aggregate cause the Total Project Budget to increase by more than five percent (5%), without the prior written approval of Lender. Borrower shall notify Lender monthly in writing of all change orders. 2.5.4. With respect to any amendments or supplements to the Plans, to which Lender shall have given its prior written approval, file all such amendments and supplements with, and obtain all necessary approvals from, all governmental authorities having jurisdiction thereof and promptly deliver true copies thereof to Lender. 2.5.5. Permit Lender and its representatives to enter upon the Premises and inspect the Improvements at all times while any of the Secured Obligations remain outstanding: 5.1 Borrower shall maintain the Equipment in good operating orderduring normal business hours and examine all detailed plans, repairshop drawings, condition specifications and appearance other books and protect the Equipment from deterioration, other than normal wear and tear. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement records relating to normal or ordinary wear the Premises and tear shall not be deemed to limit Borrower's obligations pursuant the Improvements. 2.5.6. Not enter into any subleases with respect to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of such relocation. 5.3 Upon the request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate Premises which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but are not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrower. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon approved by Lender, or any liens arising by operation of law and to otherwise comply with the terms and conditions outlined in the First Mortgage with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereofsubleases of the Premises.

COVENANTS OF BORROWER. Borrower covenants and agrees as follows at all times while any of the Secured Obligations remain outstanding: 5.1 Borrower shall maintain the Equipment in good operating order, repair, condition and appearance and protect the Equipment from deterioration, other than normal wear and tear. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior 6 perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of such relocation. 5.3 Upon the request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender (except taxes imposed on Lender's net income) or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may 7 reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrower. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender granted herein against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof. 5.9 Borrower shall not sell, transfer, assign, hypothecate or otherwise encumber its Intellectual Property without Lender's prior written consent.

COVENANTS OF BORROWER. 8.1 Each Borrower covenants shall do, or cause to be done, all of the things necessary to preserve, renew and agrees keep in full force and effect, its corporate existence and its rights, licenses, franchises and permits and shall comply with all laws applicable to it, operate its business in a proper and efficient manner, and substantially as follows presently operated or proposed to be operated, and at all times while shall maintain, preserve and protect all franchises and trade names and preserve all property used or useful in the conduct of its business, and keep the same in good repair, working order and condition, and from time to time make or cause to be made any needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted at all times. 8.2 Each Borrower shall at all times maintain true and correct books and records and shall keep its books and records in accordance with Generally Accepted Accounting Principles, and shall furnish the Lender with such financial statements as may be required by Lender on a yearly and interim basis as set forth in this paragraph and other parts of this Agreement. 8.3 Each Borrower shall properly pay and discharge (a) all taxes, assessments and governmental charges upon or against each Borrower or its assets prior to the date on which penalties are attached thereto, unless, and to the extent, such taxes are being diligently contested in good faith by appropriate proceedings and appropriate reserves therefor have been established; and (b) all lawful claims for labor, materials, supplies, services or anything else which might or could, if unpaid, become a lien or charge upon the properties or assets of the Secured Obligations remain outstanding:Borrower, unless and to the extent only that the same are transferred to bond, being diligently contested in good faith, and by appropriate proceedings and appropriate reserves therefor have been established. 5.1 Borrower 8.4 The Borrowers shall maintain the Equipment in good operating orderCash Collateral Account, repairinto which all proceeds of Receivables (as collected from the Lockbox and otherwise) will be deposited on a daily basis. 8.5 The Borrowers shall, condition and appearance and protect the Equipment from deteriorationat their expense, other than normal wear and tear. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance comply with all of the Equipment insurance requirements set forth in this Agreement and the Security Agreements throughout the term of the Loans. 8.6 The Borrowers, jointly and severally, shall includeindemnify and save harmless Lender from any and all loss or damage of whatsoever kind and from any suits, claims, or demands, including, without limitation, Lender's reasonable legal fees and expenses, at all maintenancetrial and appellate levels, repair, refurbishment and replacement recommended on account of any matter or advised either by the manufacturerthing arising out of this Agreement or in connection herewith, or that commonly performed on account of any act or omission to act by prudent business and/or professional practice. Any exceptions or qualifications expressed Borrower in connection with this Agreement relating and the Loans. The Borrowers, jointly and severally, agree to normal pay any and all taxes (other than taxes on or ordinary wear measured by net income of Lender) incurred or payable in connection with the execution and tear delivery of this Agreement and all Loans, as well as all costs and expenses (including attorneys' fees) incurred by Lender in enforcing this Agreement. Such obligation shall not be deemed survive repayment of the Loans. 8.7 Lender shall have the right, from time to limit Borrower's obligations time hereafter and until the maturity of the Loans, to secure printed publicity, in the form of tombstone ads or other similar ads, through newspapers and other media concerning the Loans. 8.8 The Borrower shall: (a) make full and timely payments of the principal and interest due and owing under each of the Notes and the Indebtedness of the Borrower to the Lender, whether now existing or hereafter arising; (b) duly comply with all of the terms and covenants contained in each of the Loan Documents; and (c) at all times maintain the liens and security interests provided for under or pursuant to this Agreement and all other applicable Loan Documents as valid and perfected liens and security interests on the preceding sentenceproperty intended to be covered thereby. 5.2 8.9 The Borrower shall only relocate promptly notify the Lender upon the commencement of any item action, suit or claim or counter-claim or proceeding against or investigation of any Borrower (except when such alleged liability is fully covered by insurance). 8.10 Each Borrower shall pay all indebtedness and obligations promptly and in accordance with its respective terms and pay and discharge promptly all taxes, assessments, and governmental charges or levies imposed upon it or in respect of its property, before the Collateral provided thatsame shall become in default, as well as all lawful claims for labor, materials, and supplies or otherwise which, if unpaid, might become a lien or charge upon such property or any part thereof, and timely comply with all applicable laws and governmental rules and regulations. 8.11 The Borrower shall promptly notify the Lender in writing of: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, any material assessments by any taxing authorities for unpaid taxes as soon as Borrower has knowledge thereof; and (b) it shall have given any alleged default by any Borrower in the Lender no less than fifteen (15) days prior written notice performance of such relocationor any modification of any of the terms and conditions contained in any agreement, mortgage or indenture or instrument to which any Borrower is a party, or which is binding upon any Borrower, and upon any default by any Borrower in the payment of any of its indebtedness. 5.3 Upon the request of Lender, 8.12 Borrower shall, during business hours, make the Equipment available shall provide to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request annual audited financial statements of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish form and substance acceptable to Lender the financial statements listed hereinafterLender, prepared in accordance with generally accepted accounting principles consistently applied GAAP, by a certified public accountant(s) acceptable to Lender, in form and substance acceptable to Lender, within one hundred twenty (120) days following the "Financial Statements"):end of each fiscal year of Borrower. 8.13 Borrower shall provide to Lender its annual report including its 10-K Statements within one hundred twenty (a120) days following the end of each fiscal year of Borrower. 8.14 Borrower shall provide to Lender 10-Q Statements within forty-five (45) days of the end of each quarterly period in each fiscal year of Borrower. 8.15 Borrower shall provide to Lender monthly internally prepared financial statements of Borrower, in form and substance acceptable to Lender, certified by Borrowers' chief financial officer as soon as practicable (being true and correct in any event all respects and otherwise in form and substance acceptable to Lender within thirty (30) days) after days following the end of each month: an internally prepared income statementmonthly period in each fiscal year of Borrower. 8.16 Borrower shall provide to Lender, balance sheet, a Covenant Compliance Certificate in the form attached hereto and cash flow statement, made a part hereof as Exhibit "C" (including the commencement of any material litigation by or against Borrower"Covenant Compliance Certificate"), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; within forty-five (b45) as soon as practicable (and in any event within ninety (90) days) after days of the end of each fiscal year, audited Financial Statements, setting forth quarterly period in comparative form the corresponding figures for the preceding each fiscal year, and accompanied by any audit report and opinion year of the independent Borrower. The Covenant Compliance Certificate will be certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, 's chief financial officer as being true and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligationscorrect in all respects. 5.7 Notwithstanding the foregoing8.17 Borrower shall provide to Lender monthly, after the effective date a Period End Recapitulation Report, on National Bank of the initial registration statement covering a public offering of Borrower's securitiesCanada form, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name form attached hereto and made a part hereof as Exhibit "D", together with a Period End Accounts Receivable and Loan Reconciliation Report, on National Bank of Borrower Canada form, in the form attached hereto and made a part hereof as agent and attorney-in-fact for Exhibit "E", within twenty (20) days following the end of each monthly period in each fiscal year of Borrower. 5.8 8.18 Borrower shall protect allow Lender to conduct an audit, examination and defend inspection of the properties and places of business of Borrower, including the Borrower's title as well as the interest respective books and records (and to make extracts therefrom), and, including an audit confirmation of the accounts receivable balances and ownership interest in the inventory, assets and business property of Borrower. Such audits, examinations and inspections shall be at the sole expense of Borrower. The cost of such audits shall be Four Hundred and 00/100 Dollars ($400.00) per day plus expenses; provided, further, that so long as audits are not conducted more often than on a quarterly basis and so long as no Event of Default has occurred, the annual fees for said audits shall not exceed the sum of Eight Thousand and 00/100 Dollars ($8,000.00), plus expenses subject to the terms and provisions of Section 2.4(b). Said audits, examinations and inspections shall be conducted on a quarterly basis unless adjusted by Lender against all persons claiming any interest adverse to after the occurrence of an Event of Default as set forth in Section 2.4(b). 8.19 Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by provide Lender, within thirty (30) days prior to the end of each fiscal year of Borrower, projections reflecting the Borrowers' performance for the next two (2) fiscal years, including a balance sheet and profit and loss statement, with said projections to be broken down on a monthly basis for the next fiscal year and on an annual basis for the second year. 8.20 Borrower shall provide to Lender monthly an aged analysis of all outstanding accounts receivable and accounts payable of Borrower, in form and substance acceptable to Lender, within twenty (20) days following the end of each monthly period in each fiscal year of Borrower. 8.21 Borrower shall provide to Lender monthly a listing of all inventory of Borrower, in form and substance acceptable to Lender, within twenty (20) days following the end of each monthly period in each fiscal year of Borrower. 8.22 Borrower shall provide to Lender on a semi-annual basis, a complete and updated listing of all of its customers and account debtors, which listing shall include all of the customers' and account debtors' addresses and phone numbers. 8.23 Borrower shall not sell or convey any liens arising by operation of law with respect its assets, except in the normal and ordinary course of business. Additionally, no Borrower shall be a party to any obligations not yet overdue merger, consolidation or reorganization and there shall be no change in the senior management of any other liens Borrower unless consented to in writing by Lender, which consent shall not be unreasonably withheld. 8.24 Borrower shall maintain a Debt Ratio (which is defined as consolidated total liabilities, less subordinated debt, divided by tangible net worth) of not greater than 2.0 to 1 from the date of Closing and at all times thereafter. 8.25 Borrower shall give Lender immediate written notice thereofmaintain a Tangible Net Worth (which is defined as book net worth plus subordinated debt less intangibles) of not less than $5,000,000.00 from the date of Closing through and including June 30, 2000, to be increased by a minium of $500,000 in each fiscal year thereafter, such that for each subsequent fiscal year, Borrower's Minimum Tangible Net Worth shall be $500,000.00 or more greater than Borrower's Tangible Net Worth as of the close of the previous fiscal year. Proceeds from any secondary equity or subordinated debt offering will not count towards the required Five Hundred Thousand and 00/100 Dollars ($500,000.00) annual increase. 8.26 Borrower shall maintain an Interest Coverage Ratio (which is defined as earnings before interest and taxes divided by interest expense) of not less than 2.0 to 1 from the date of Closing and at all times thereafter. 8.27 Borrower shall maintain a Fixed Charges Coverage (which is defined as earnings before interest, taxes, depreciation, and amortization, less unfinanced capital expenditures, divided by current maturities of long term debt, plus interest, plus income tax, plus dividends) of not less than 1.1 to 1 from the date of Closing and at all times thereafter.

COVENANTS OF BORROWER. (a) Borrower covenants shall keep or cause the Property to be kept free from Hazardous Substances (except those substances used and agrees as follows at all times while stored by Borrower or any tenant of the Secured Obligations remain outstanding:Property in the ordinary course of its business and in compliance with all Environmental Laws and, if applicable, its Lease), shall not install or use any underground storage tanks, shall expressly prohibit the use, generation, handling, storage, production, processing and disposal of Hazardous Substances by all tenants of space in the Improvements (except AMENDED AND RESTATED ENVIRONMENTAL AND HAZARDOUS SUBSTANCE 43412-20/Continental Towers those substances used in the ordinary course of business and in compliance with all Environmental Laws and its Lease), and, without limiting the generality of the foregoing, during the term of this Agreement, shall not install in the Improvements or permit to be installed in the Improvements asbestos or any substance containing asbestos. 5.1 (b) Borrower shall maintain promptly notify Lender should Borrower become aware of (i) any Hazardous Substances, or other potential environmental problem or liability, with respect to the Equipment in good operating orderProperty, repair(ii) any lien, action or notice affecting the Property or Borrower resulting from any violation or alleged violation of the Environmental Law, (iii) the institution of any investigation, inquiry or proceeding concerning Borrower or the Property pursuant to any Environmental Law or otherwise relating to Hazardous Substances, or (iv) the discovery of any occurrence, condition and appearance and protect or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the Equipment from deterioration, other than normal wear and teartime of such discovery. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance shall, promptly and when and as required and regardless of the Equipment source of the contamination, at their own expense, take all actions as shall includebe necessary or advisable for the clean-up of any and all portions of the Property or other affected property, including, without limitation, all maintenanceinvestigative, repairmonitoring, refurbishment removal, containment and replacement recommended remedial actions in accordance with all applicable Environmental Laws (and in all events in a manner reasonably satisfactory to Lender), and shall further pay or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused cause to be filed and/or delivered paid, at no expense to Lender, all clean-up, administrative and enforcement costs of applicable governmental agencies which may be asserted against the Property. In the event Borrower fails to do so, Lender all UCC financing statementsmay, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no upon not less than fifteen ten (1510) days prior written notice to Borrower, cause the Property or other affected property to be freed from any Hazardous Substances or otherwise brought into conformance with Environmental Laws and any reasonable out-of-pocket costs incurred in connection therewith shall be included in Costs and shall be paid by Borrower in accordance with the terms of such relocationParagraph 4(c) hereof. In furtherance of the foregoing, Borrower hereby grants to Lender access to the Property and an irrevocable license to remove any items deemed by Lender to be Hazardous Substances and to do all things Lender shall reasonably deem necessary to bring the Property into conformance with Environmental Laws. 5.3 (c) Upon the written request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located any time and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal year, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time executeafter the occurrence of and during the continuance of an Event of Default under this Agreement or the Loan Documents or at such other time as Lender has determined (in the exercise of its good faith judgment but in no event more than one (1) time in any consecutive twelve (12) month period absent the occurrence and continuance of an Event of Default) that reasonable grounds exist to believe that Hazardous Substances are or have been released, deliver and filestored or disposed of on or around the Property in violation of the Environmental Laws, alone Borrower shall provide, at Borrower’s sole expense, an inspection or with Lender, any financing statements, security agreements audit of the Property prepared by a hydrogeologist or environmental engineer or other documents; and take all further action that may be necessary, appropriate consultant reasonably approved by Lender indicating the presence or that absence of Hazardous Substances on the Property in violation of Environmental Laws or an inspection or audit of the improvements located on the Property prepared by an engineering or consulting firm reasonably acceptable to Lender may reasonably indicating the presence or AMENDED AND RESTATED ENVIRONMENTAL AND HAZARDOUS SUBSTANCE 43412-20/Continental Towers absence of friable asbestos or substances containing asbestos on the Property. If Borrower fails to provide such inspection or audit within sixty (60) days after such written request, Lender may, upon not less than ten (10) days prior written notice to confirmBorrower, perfect, preserve and protect order the security interests intended to be granted herebysame, and in addition, and for such purposes only, Borrower hereby authorizes grants to Lender access to execute the Property and deliver on behalf an irrevocable license to undertake such inspection or audit. The cost of such inspection or audit shall be included in Costs and shall be paid by Borrower in accordance with the terms of Paragraph 4(c) hereof. If no Event of Default has occurred and to file such financing statements, security agreement is continuing and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent event Lender requests any such inspection or audit more than one (1) time in any consecutive twelve (12) month period, Lender shall have the right to obtain such additional audit or inspection at Lender’s sole cost and attorney-in-fact for Borrowerexpense. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof.

COVENANTS OF BORROWER. 8.1 Borrower covenants shall do, or cause to be done, all of the things necessary to preserve, renew and agrees keep in full force and effect, its corporate existence and its rights, licenses, franchises and permits and shall comply with all laws applicable to it, operate its business in a proper and efficient manner, and substantially as follows presently operated or proposed to be operated, and at all times while shall maintain, preserve and protect all franchises and trade names and preserve all property used or useful in the conduct of its business, and keep the same in good repair, working order and condition, and from time to time make or cause to be made any needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted at all times. 8.2 Borrower shall at all times maintain true and correct books and records and shall keep its books and records in accordance with Generally Accepted Accounting Principles, and shall furnish, and shall have the Guarantor furnish, the Lender with such financial statements as may be required by Lender on a yearly and interim basis as set forth in this paragraph and other parts of this Agreement. 8.3 Borrower shall properly pay and discharge (a) all taxes, assessments and governmental charges upon or against Borrower or its assets prior to the date on which penalties are attached thereto, unless, and to the extent, such taxes are being diligently contested in good faith by appropriate proceedings and appropriate reserves therefor have been established; and (b) all lawful claims for labor, materials, supplies, services or anything else which might or could, if unpaid, become a lien or charge upon the properties or assets of the Secured Obligations remain outstanding:Borrower, unless and to the extent only that the same are transferred to bond, being diligently contested in good faith, and by appropriate proceedings and appropriate reserves therefor have been established. 5.1 8.4 The Borrower shall maintain the Equipment Cash Collateral Account, into which all proceeds of Receivables (as collected from the Lockbox and otherwise) will be deposited on a daily basis. 8.5 The Borrower shall, at its expense, comply with all of the insurance requirements set forth in good operating order, repair, condition this Agreement and appearance and protect the Equipment from deterioration, other than normal wear and tear. Security Agreements throughout the term of the Loans. 8.6 The Borrower shall not use the Equipment indemnify and save harmless Lender from any and all loss or permit its use for damage of whatsoever kind and from any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall includesuits, claims, or demands, including, without limitation, Lender's reasonable legal fees and expenses, at all maintenancetrial and appellate levels, repair, refurbishment and replacement recommended on account of any matter or advised either by the manufacturerthing arising out of this Agreement or in connection herewith, or that commonly performed on account of any act or omission to act by prudent business and/or professional practice. Any exceptions or qualifications expressed Borrower in connection with this Agreement relating and the Loans. The Borrower agrees to normal pay any and all taxes (other than taxes on or ordinary wear measured by net income of Lender) incurred or payable in connection with the execution and tear delivery of this Agreement and all Loans, as well as all costs and expenses (including attorneys' fees) incurred by Lender in enforcing this Agreement. Such obligation shall not be deemed survive repayment of the Loans. 8.7 Lender shall have the right, from time to limit Borrower's obligations time hereafter and until the maturity of the Loans, to secure printed publicity, in the form of tombstone ads or other similar ads, through newspapers and other media concerning the Loans. 8.8 The Borrower shall: (a) make full and timely payments of the principal and interest due and owing under each of the Notes and the Indebtedness of the Borrower to the Lender, whether now existing or hereafter arising; (b) duly comply with all of the terms and covenants contained in each of the Loan Documents; and (c) at all times maintain the liens and security interests provided for under or pursuant to this Agreement and all other applicable Loan Documents as valid and perfected liens and security interests on the preceding sentenceproperty intended to be covered thereby. 5.2 8.9 The Borrower shall only relocate promptly notify the Lender upon the commencement of any item action, suit or claim or counter-claim or proceeding against or investigation of the Collateral provided thatBorrower (except when such alleged liability is fully covered by insurance). 8.10 Borrower shall pay all indebtedness and obligations promptly and in accordance with its respective terms and pay and discharge promptly all taxes, assessments, and governmental charges or levies imposed upon it or in respect of its property, before the same shall become in default, as well as all lawful claims for labor, materials, and supplies or otherwise which, if unpaid, might become a lien or charge upon such property or any part thereof, and timely comply with all applicable laws and governmental rules and regulations. 8.11 The Borrower shall promptly notify the Lender in writing of: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, any material assessments by any taxing authorities for unpaid taxes as soon as Borrower has knowledge thereof; and (b) it shall have given any alleged default by the Lender no less than fifteen (15) days prior written notice Borrower in the performance of such relocationor any modification of any of the terms and conditions contained in any agreement, mortgage or indenture or instrument to which the Borrower is a party, or which is binding upon the Borrower, and upon any default by the Borrower in the payment of any of its indebtedness. 5.3 Upon the request of Lender, 8.12 The Borrower shall, during business hours, make the Equipment available shall provide to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request annual audited financial statements of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish form and substance acceptable to Lender the financial statements listed hereinafterLender, prepared in accordance with generally accepted GAAP, by a national "Big Six" accounting principles consistently applied firm acceptable to Lender, in form and substance acceptable to Lender, within one hundred twenty (120) days following the "Financial Statements"):end of each fiscal year of Borrower. (a) 8.13 The Borrower shall provide to Lender monthly internally prepared financial statements of Borrower, in form and substance acceptable to Lender, certified by Borrower's chief financial officer as soon as practicable (being true and correct in any event all respects, and otherwise in form and substance acceptable to Lender, within thirty (30) days) after days following the end of each month: monthly period in each fiscal year of Borrower. In addition to the monthly financial statements, Borrower shall also provide to Lender a Covenant Compliance Certificate in the form attached hereto as Exhibit "D", which certificate shall be provided on a monthly basis within thirty (30) days following the end of each monthly period in each fiscal year of Borrower. 8.14 The Borrower shall provide to Lender annual audited financial statements of Guarantor, in form and substance acceptable to Lender, prepared in accordance with GAAP, by a national "Big Six" accounting firm acceptable to Lender, in form and substance acceptable to Lender, within one hundred twenty (120) days following the end of each fiscal year of Guarantor. 8.15 Borrower shall allow Lender to conduct an internally prepared income statementaudit, balance sheetexamination and inspection of the properties and places of business of Borrower, and cash flow statement, (including the commencement of any material litigation by or against Borrower's books and records (and to make extracts therefrom), each certified by and, including an audit confirmation of the accounts receivable balances and ownership interest in the inventory, assets and business property of Borrower. Such audits, examinations and inspections shall be at the sole expense of Borrower. The cost of such audits shall be Four Hundred and 00/100 Dollars ($400.00) per day, plus expenses. Said audits, examinations and inspections shall be conducted on a quarterly basis. 8.16 Borrower shall allow Lender to conduct appraisals of Borrower's Chief Executive or Financial Officer inventory, said appraisals to be true conducted by Xxxx Xxxx Tech, Inc., or such other firm as shall be acceptable to Lender, said appraisals to be conducted at such times as shall be required by Lender in its sole and correct;absolute discretion, at the sole cost and expense of Borrower; provided however, that so long as the Loans are in good standing and there has been no prior and no then existing Event of Default, the frequency of said appraisals shall not exceed two (2) times per calendar year on a semi-annual basis. 8.17 Borrower shall provide Lender, within one hundred twenty (b120) as soon as practicable (and in any event within ninety (90) days) days after the end of each fiscal yearyear of Borrower, audited Financial Statements, setting forth in comparative form projections reflecting the corresponding figures Borrower's performance for the preceding next two (2) fiscal years including a balance sheet and profit and loss statement, with said projections to be broken down on a monthly basis for the next fiscal year and on an annual basis for the second year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; and (c) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, 8.18 Borrower shall provide to Lender within one hundred twenty (120) days after the effective date end of each fiscal year of Guarantor, projections reflecting the initial registration statement covering Guarantor's performance for the next two (2) fiscal years including a public offering balance sheet and profit and loss statement, said projections to be broken down on a monthly basis for the next fiscal year and on an annual basis for the second year. 8.19 Borrower shall provide to Lender monthly an aged analysis of all outstanding Receivables of Borrower, in form and substance acceptable to Lender, within fifteen (15) days following the end of each monthly period in each fiscal year of Borrower. 8.20 Borrower shall provide to Lender monthly an aged analysis of all outstanding accounts payables of Borrower, in form and substance acceptable to Lender, within fifteen (15) days following the end of each monthly period in each fiscal year of Borrower. 8.21 Borrower shall provide to Lender monthly an analysis of all inventory of Borrower, in form and substance acceptable to Lender, within fifteen (15) days following the end of each monthly period in each fiscal year of Borrower. 8.22 Borrower shall provide to Lender a copy of Borrower's securities, the term "Financial Statements" shall be deemed backlog report in form and content satisfactory to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements or other documents; and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or sole and absolute discretion, within fifteen (15) days of the end of each quarterly period in the name each fiscal year of Borrower as agent and attorney-in-fact for Borrower. 5.8 8.23 Borrower shall protect provide to Lender on a semi-annual basis, a complete and defend Borrower's title as well as the interest updated listing of all of its customers and account debtors, which listing shall include all of the Lender against all persons claiming customers' and account debtors' addresses and phone numbers. 8.24 Borrower shall not sell or convey any interest adverse to Borrower of its stock or Lender assets, except in the normal and shall at all times keep the Collateral free and clear from ordinary course of business, including any attachment or levymerger, liens or encumbrances whatsoever (except any placed thereon by Lenderconsolidation, or any liens arising by operation reorganization, and there shall be no change in the ownership or management of law with respect to any obligations not yet overdue or any other liens the Borrower unless consented to in writing by Lender. 8.25 Borrower shall not incur any capital expenditures in excess of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) in the aggregate from the time of Closing through and including June 30, 2000, or in excess of Three Million and 00/100 Dollars ($3,000,000.00) in the aggregate in any fiscal year thereafter. 8.26 Borrower shall give Lender immediate written notice thereofmaintain a Minimum Tangible Net Worth (which is defined as book net worth plus subordinated debt (which may not exceed the sum of One Million Nine Hundred Fifty-Six Thousand and 00/100 Dollars ($1,956,000.00) for purposes of this calculation) minus good will (intangibles)) of not less than Two Million and 00/100 Dollars ($2,000,000.00) from the date of Closing through and including September 29, 1999; not less than Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) from September 30, 1999 through and including December 30, 1999; not less than Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) from December 31, 1999 through and including June 29, 2000; and not less than Five Million and 00/100 Dollars ($5,000,000.00) from June 30, 2000 and at all times thereafter. 8.27 Borrower shall maintain a Current Ratio (which is defined as current assets divided by current liabilities, it being acknowledged that for purposes of this calculation the Loan is considered a current liability) of not less than 1.00 to 1 from the date of Closing through and including June 29,2000; and not less than 1.05 to 1 from June 30,2000 and at all times thereafter. 8.28 Borrower shall maintain a Debt Ratio (which is defined as consolidated total liabilities divided by tangible net worth) of not greater than 14.00 to 1 from the time of Closing through and including September 29, 1999; not greater than 10.50 to 1 from September 30, 1999 through and including December 30, 1999; not greater than 8.00 to 1 from December 31, 1999 through and including June 29,2000; and not greater than 5.50 to 1 from June 30,2000 and at all times thereafter. 8.29 Borrower shall maintain an Interest Coverage Ratio (which is defined as earnings before interest and taxes minus extraordinary gain divided by interest expense) of not less than 1.00 to 1 from the time of Closing through and including December 30,1999, not less than 2.00 to 1 from December 31, 1999 through and including June 29,2000; and not less than 2.50 to 1 from June 30, 2000 and at all times thereafter. The Interest Coverage Ratio will be tested on a rolling twelve (12) month basis.

COVENANTS OF BORROWER. Borrower covenants and agrees as follows at to Lender that until all times while any of the Secured Obligations remain outstandingLoan has been fully and finally repaid: 5.1 Borrower shall maintain the Equipment in good operating order, repair, condition and appearance and protect the Equipment from deterioration, other than normal wear and tear. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than Within fifteen (15) days prior written notice after each calendar quarter Borrower shall provide Lender a status report on construction of such relocation. 5.3 Upon the request Project including the percent of Lendercompletion of each subcontractor’s work, Borrower shallamounts expended, during business hours, make amounts required to complete the Equipment Project and funds available to Lender for inspection at Borrower to complete the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary to maintain such logs and maintenance records in a correct and complete fashionProject. 5.4 Upon the request of Lender, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable Within ten (and in any event within ninety (9010) days) after the end days of each fiscal yearfiling, audited Financial Statements, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by any audit report and opinion of the independent certified public accountants selected by Borrower; andBorrower shall provide Lender its annual tax returns including all schedules. (c) Borrower shall deliver to Lender any and all amendments hereafter made to its Organizational Documents promptly any additional information upon their adoption by Borrower. Its Organizational Documents shall continue to be valid and binding until the Loan is fully and finally repaid. Notwithstanding the first sentence of this subsection (including but b), Borrower shall not limited to tax returnsamend, income statementsrestate or otherwise modify its Organizational Documents without the prior consent of Lender, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligationswhich consent shall not be unreasonably withheld. 5.7 Notwithstanding (d) Borrower shall promptly pay when due the foregoingprincipal of and interest on the indebtedness evidenced by the Note, after any prepayment and late charges provided in the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" shall be deemed to refer to only those statements Note and all other sums required by the Securities Loan Documents. (e) Borrower shall promptly perform all Obligations under the Loan Documents as and Exchange Commission, to be provided no less frequently than quarterlywhen due. Borrower will from time shall timely comply with each of the terms and conditions of the Loan Documents. (f) Borrower shall comply and cause the Property to time executecomply with all applicable existing and future state and federal laws, deliver rules and fileregulations, alone ordinances and requirements of all governmental, judicial or legal authorities with Lenderjurisdiction over Borrower or the Property, including those relating to zoning, hazardous or toxic substances, materials or waste, relocation requirements and licensing rules governing properties of its type. Should any financing statementsdischarge, security agreements or other documents; and take all further action that may be necessaryleakage, spillage, emission, or that Lender may reasonably requestpollution of any type occur upon or from the Property due to Borrower’s operation, use and/or occupancy thereof, Borrower, at its expense, shall clean all property affected thereby to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrower. 5.8 Borrower shall protect and defend Borrower's title as well as the interest satisfaction of the Lender against all persons claiming and any interest adverse to governmental body having jurisdiction thereover. (g) Borrower or Lender and shall at all times keep not incur additional debt without the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by prior written consent of Lender, or any liens arising by operation of law with respect to any obligations which consent shall not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereofunreasonably withheld.

COVENANTS OF BORROWER. The Borrower hereby covenants and agrees as follows at that until all times while any of the Secured Obligations remain outstandingLoans hereunder have been paid and performed in full and this Agreement shall have terminated: 5.1 (a) Borrower shall maintain the Equipment in good operating ordera minimum tangible net worth of at least $7.5 million, repairplus 25% of all capital raised after November 30, condition and appearance and protect the Equipment from deterioration, other than normal wear and tear. Borrower shall not use the Equipment or permit its use for any purpose other than for which it was designed. Borrower's obligation regarding the maintenance of the Equipment shall include, without limitation, all maintenance, repair, refurbishment and replacement recommended or advised either by the manufacturer, or that commonly performed by prudent business and/or professional practice. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence.2003; 5.2 Borrower shall only relocate any item of the Collateral provided that: (a) it shall have caused to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it At no time shall have given the Lender no aggregate value of all Transactions that are more than ninety (90) days past due but less than fifteen one hundred twenty (15120) days past due exceed an amount equal to 1.5% of the aggregate principal balance of all then-outstanding Loans. (c) Borrower shall give Lender at least thirty (30) days' prior written notice of such relocation.any relocation of its state of organization or its chief executive office, and Borrower shall at all times maintain its place of organization and its chief executive office within the United States; 5.3 Upon (d) Borrower shall not permit, and shall not allow Originator or Servicer to permit, the request return or repossession of any Equipment or the modification of any Transaction Document after the applicable Closing Date, except to the extent authorized by Servicer, and agrees to assist Lender, upon Lender's request, in the enforcement of any of Lender, 's rights and remedies under any Transaction Document; and (e) Borrower shall, during business hours, make agrees to cause each Obligor to maintain casualty insurance on any and all Equipment leased to such Obligor as provided in Section 2.1(c)(xxi). Borrower agrees not to waive the Equipment available requirement of any insurance coverage under policies maintained by an Obligor pursuant to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspectionany Transaction Document. Borrower shall take cooperate, and shall cause Servicer to cooperate, with Lender in causing all insurance maintained on the Equipment which is the subject of any Transaction to be amended to name "Borrower or its Lender" as loss payee and additional insured as their interest may appear. (f) Borrower agrees that it shall, if required by applicable law, pay and discharge or cause to be paid and discharged, all sales, use, rental and personal property or similar taxes and fees (excluding any taxes on Lender's net income) which arise prior to the applicable Closing Date in connection with the sale, lease, use or ownership of the Equipment covered by an assigned Transaction Document. Borrower further agrees to indemnify and hold Lender harmless from and against all claims, losses and damages arising as a result of a breach by Borrower of the foregoing agreement; (g) Borrower agrees to assist Lender in obtaining and filing executed UCC-1 financing statements against Obligors or assignments thereof to the extent that Lender deems such action necessary to maintain such logs and maintenance records in a correct and complete fashion.or desirable; 5.4 Upon (h) For the request term of Lenderany Transaction Document, Borrower shall cause the Equipment to be plainly, permanently and conspicuously marked, by stenciling or by metal tag or plate affixed thereto, indicating Lender's security interest in the Equipment. promptly advise Lender of any matter of which Borrower shall replace any such stenciling, tag or plate has knowledge which may be removed or destroyed or become illegible. detrimental to an Obligor's financial condition; (i) Borrower shall keep all Equipment free from any marking or labeling which might be interpreted deliver (i) as soon as available, but not later than forty-five (45) days after the end of each quarter (except the last) of each fiscal year, a claim copy of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when duethe quarterly, all taxes, fees or other charges unaudited financial statements of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against each of Borrower, Lender or the Collateral or upon Borrower's ownershipServicer and Originator, possessionconsisting of a balance sheet and income statement, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafterconcerning their respective businesses, prepared in accordance with generally accepted accounting principles consistently applied on a basis consistent with that of the preceding fiscal quarter, the results of operations for the quarter then ended and certified as true and correct by Borrower's chief operating officer or chief financial officer which certification shall also contain a statement that none of Borrower, Servicer or Originator is in default under any indebtedness in excess of $100,000 owed to any person or entity; and (the "Financial Statements"): (aii) as soon as practicable available, but not later than one hundred twenty (and in any event within thirty (30120) days) after the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement of any material litigation by or against Borrower), each certified by Borrower's Chief Executive or Financial Officer to be true and correct; (b) as soon as practicable (and in any event within ninety (90) days) days after the end of each fiscal year, a copy of the annual, audited Financial Statementsfinancial statements of each of Borrower, setting forth Servicer and Originator consisting of a balance sheet and income statement prepared in comparative form the corresponding figures for conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding fiscal yearyear and presenting fairly the financial condition of such persons as at the end of that fiscal year and the results of operations for the twelve (12) month period then ended and signed by Borrower's chief operating officer or chief financial officer; (j) Borrower shall deliver to Lender, monthly, a schedule setting forth those Transaction Documents which have been replaced with substitute Transactions pursuant to Section 5.2; (k) Borrower shall make or cause to be made all filings in respect of, and accompanied by any audit report pay or cause to be paid when due, all taxes, assessments, fines, fees and opinion other liabilities (including all taxes and other claims in respect of the independent certified public accountants selected Transactions and the related Equipment) unless being reasonably contested in accordance with Section 2.6(d); provided, however, that Borrower shall only be responsible for personal property taxes collected by or required to be paid by Borrower; (l) Borrower shall perform all Borrower's obligations arising by contract or imposed by applicable law, rule or regulation with respect to any of the Collateral; (m) Borrower shall, or shall cause Servicer to, as soon as possible, and in any event within ten (10) days after the occurrence of any Event of Default, provide a written notice setting forth the details of such Event of Default and the action which is proposed to be taken by the Borrower or Servicer with respect thereto; (n) Borrower shall from time to time execute and deliver such further documents and do such further acts and things as Lender may reasonably request in order to fully effect the purposes of this Agreement and to protect Lender's interest in the Collateral; (o) Borrower shall enforce for the benefit of Lender any repurchase agreement or guaranty of any Equipment supplier; and (cp) promptly any additional information (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, after the effective date of the initial registration statement covering a public offering of Borrower's securities, the term "Financial Statements" Borrower shall be deemed to refer to only those statements required by the Securities and Exchange Commission, to be provided no less frequently than quarterly. Borrower will from time to time execute, deliver and file, alone or cooperate with Lender's "back-up servicer," by providing the back-up servicer such information as it requests, any financing statements, security agreements or other documents; including monthly downloads in computer readable form of billing and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted hereby, and in addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, security agreement and other documents without the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrowerportfolio data. 5.8 Borrower shall protect and defend Borrower's title as well as the interest of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereof.

COVENANTS OF BORROWER. Borrower covenants and agrees as follows at all times while any follows: (a) The proceeds of the Secured Obligations Loan will be used exclusively for business or commercial purposes to finance the acquisition of the Equipment. (b) Borrower shall use the Collateral solely in the Continental United States and in the conduct of its business and in a careful and proper manner; shall not permanently discontinue use of the Equipment; and shall provide written notice to Lender not less than thirty (30) days after any change of the location of any item of the Collateral (or the location of the principal garage of any item of the Collateral, to the extent that such item is mobile equipment) as specified on the applicable Collateral Schedule. Borrower shall maintain, use or operate the Equipment in compliance with Applicable Law (c) Borrower shall not dispose of or further encumber its interest in the Collateral without the prior written consent of Lender. (d) Borrower, at its own expense, will pay or cause to be paid all taxes and fees relating to the ownership and use of the Equipment and will keep and maintain, or cause to be kept and maintained, the Equipment in accordance with the manufacturer’s recommended specifications, and in as good operating condition as on the date of execution hereof (or on the date on which acquired, if such date is subsequent to the date of execution hereof), ordinary wear and tear resulting from proper use thereof alone excepted, and will provide all maintenance and service and make all repairs necessary for such purpose. In addition, if any parts or accessories forming part of the Equipment shall from time to time become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Borrower, at its own expense, will within a reasonable time replace such parts or accessories or cause the same to be replaced, with replacement parts or accessories which are free and clear of all liens, encumbrances or rights of others and have a value and utility at least equal to the parts or accessories replaced. All accessories, parts and replacements for or which are added to or become attached to the Equipment shall immediately be deemed incorporated in the Equipment and subject to the security interest granted by Borrower herein. Upon reasonable advance notice, Lender shall have the right to inspect the Equipment and all maintenance records thereto, if any, at any reasonable time. (e) The parties intend that the Equipment shall remain outstanding: 5.1 personal property, notwithstanding the manner in which it may be affixed to any real property, and Borrower shall use reasonable efforts to obtain and deliver to Lender (to be recorded at Borrower’s expense) from the landlord on the property (the “Premises”) where the Equipment is to be located, waivers of any lien, encumbrance or interest which such person might have or hereafter obtain or claim with respect to the Equipment. Borrower shall maintain the Equipment free from all claims, liens and legal processes of creditors of Borrower other than liens (1) for fees, taxes, or other governmental charges of any kind which are not yet delinquent or are being contested in good operating orderfaith by appropriate proceedings which suspend the collection thereof (provided, repairhowever, condition and appearance and protect that such proceedings do not involve any substantial danger of the sale, forfeiture or loss of the Equipment from deteriorationor any interest therein); (2) liens of mechanics, other than normal wear materialmen, laborers, employees or suppliers and tearsimilar liens arising by operation of law incurred by Borrower in the ordinary course of business for sums that are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof (provided, however, that such contest does not involve any substantial danger of the sale, forfeiture or loss of the Equipment or any interest therein); and (3) liens arising out of any judgments or awards against Borrower which have been adequately bonded to protect Lender’s interests or with respect to which a stay of execution has been obtained pending an appeal or a proceeding for review. Borrower shall not use notify Lender immediately upon receipt of notice of any lien, attachment or judicial proceeding affecting the Equipment in whole or in part. (f) At its own expense, Borrower shall keep the Equipment or permit its use cause it to be kept insured against loss or damage due to fire and the risks normally included in extended coverage, malicious mischief and vandalism, for any purpose other than the full replacement value thereof. All insurance for which it was designedloss or damage shall provide that losses, if any, shall be payable to Lender. Borrower's obligation regarding The proceeds of such insurance payable as a result of loss of or damage to the maintenance Equipment shall be applied, at Lender’s option, (x) toward the replacement, restoration or repair of the Equipment shall includewhich may be lost, without limitationstolen, all maintenance, repair, refurbishment and replacement recommended destroyed or advised either by the manufacturerdamaged, or that commonly performed by prudent business and/or professional practice(y) toward payment of the balance outstanding on the Promissory Note or the Obligations. Any exceptions or qualifications expressed in this Agreement relating to normal or ordinary wear and tear shall not be deemed to limit Borrower's obligations pursuant to the preceding sentence. 5.2 In addition, Borrower shall only relocate any item of the Collateral provided that: (a) it also carry public liability insurance, both personal injury and property damage. All insurance required hereunder shall have caused be in form and amount and with companies satisfactory to be filed and/or delivered to the Lender all UCC financing statements, certificates or other documents or instruments necessary to continue in effect the first prior perfected security interest of the Lender in the Collateral, and (b) it shall have given the Lender no less than fifteen (15) days prior written notice of such relocation. 5.3 Upon the request of Lender, Borrower shall, during business hours, make the Equipment available to Lender for inspection at the place where it is normally located and shall make Borrower's log and maintenance records pertaining to the Equipment available to the Equipment available to Lender for inspection. Borrower shall take all action necessary pay or cause to maintain be paid the premiums therefor and deliver to Lender evidence satisfactory to Lender of such logs and maintenance records in a correct and complete fashion. 5.4 Upon the request of Lender, insurance coverage. Borrower shall cause the Equipment to be plainlyprovided to Lender, permanently and conspicuously markedprior to the scheduled expiration or lapse of such insurance coverage, evidence satisfactory to Lender of renewal or replacement coverage. Each insurer shall agree, by stenciling endorsement upon the policy or policies issued by it, or by metal tag or plate affixed theretoindependent instrument furnished to Lender, indicating Lender's security interest in the Equipment. Borrower shall replace any such stenciling, tag or plate which may be removed or destroyed or become illegible. Borrower shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership adverse to Borrower's. 5.5 Borrower covenants and agrees to pay when due, all taxes, fees or other charges of any nature whatsoever that (together with any related interest or penalties1) now or hereafter imposed or assessed against Borrower, it will give Lender or the Collateral or upon Borrower's ownership, possession, use, operation or disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. 5.6 Borrower shall furnish to Lender the financial statements listed hereinafter, prepared in accordance with generally accepted accounting principles consistently applied (the "Financial Statements"): (a) as soon as practicable (and in any event within thirty (30) days) after ’ prior written notice of the end of each month: an internally prepared income statement, balance sheet, and cash flow statement, (including the commencement effective date of any material litigation alteration or cancellation of such policy; and (2) insurance as to the interest of any named loss payee other than Borrower shall not be invalidated by any actions, inactions, breach of warranty or against Borrowerconditions or negligence of Borrower with respect to such policy or policies. (g) Borrower shall promptly and duly execute and deliver to Lender such further documents, instruments and assurances and take such further action as Lender may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of Lender hereunder; including, without limitation, the execution and delivery of any document reasonably required, and payment of all necessary costs to record such documents (including payment of any documentary or stamp tax), each certified by Borrower's Chief Executive or Financial Officer to be true perfect and correct;maintain perfected the security interest granted under this Agreement. (bh) as soon as practicable Borrower shall provide written notice to Lender: (1) not less than thirty (30) days prior to any contemplated change in the name, the jurisdiction of organization, or address of the chief executive office, of Borrower or of Borrower’s organizational structure such that a filed financing statement would become seriously misleading (within the meaning of the UCC); and in (2) promptly upon the occurrence of any event which constitutes a Default (as hereinafter defined) hereunder or which, with the giving of notice, lapse of time or both, would constitute a Default hereunder. (i) Guarantor shall furnish Lender (1) within ninety (90) days) days after the end of each fiscal year of Guarantor, its balance sheet as at the end of such year, audited Financial Statements, setting forth and the related statement of income and statement of changes in comparative form the corresponding figures financial position for the preceding such fiscal year, prepared in accordance with GAAP, all in reasonable detail and accompanied certified by any audit report and opinion of the independent certified public accountants of recognized standing selected by BorrowerGuarantor and reasonably acceptable to Lender; and (c2) promptly any additional information within forty-five (including but not limited to tax returns, income statements, balance sheets, and names of principal creditors45) as Lender reasonably believes necessary to evaluate Borrower's continuing ability to meet financial obligations. 5.7 Notwithstanding the foregoing, days after the effective end of each quarter (other than the fourth quarter) of Guarantor’s fiscal year, its balance sheet as at the end of such quarter and the related statement of income and statement of changes in financial position for such quarter, prepared in accordance with GAAP; and (3) within thirty (30) days after the date of the initial registration statement covering a public offering of Borrower's securitieson which they are filed, the term "Financial Statements" shall all reports, forms and other filings required to be deemed made by Borrower to refer to only those statements required by the Securities and Exchange Commission, if any. (j) Borrower shall provide written notice to be provided no less frequently than quarterly. Lender of the commencement of proceedings under the Federal bankruptcy laws or other insolvency laws (as now or hereafter in effect) involving Borrower will from time to time execute, deliver as a debtor. (k) Borrower shall indemnify (on an after-tax basis) and file, alone or with defend Lender, any financing statements, security agreements or other documents; its successors and take all further action that may be necessary, or that Lender may reasonably request, to confirm, perfect, preserve and protect the security interests intended to be granted herebyassigns, and their respective directors, officers and employees, from and against any and all claims, actions and suits of any kind, nature or description whatsoever arising, directly or indirectly, in additionconnection with any of the Collateral (other than such as may result from the gross negligence or willful misconduct of Lender, its successors and assigns, and for such purposes onlytheir respective directors, Borrower hereby authorizes Lender to execute officers and deliver on behalf employees). The obligations of Borrower and to file such financing statements, security agreement and other documents without under this Section 5(m) shall survive the signature of Borrower either in Lender's name or in the name of Borrower as agent and attorney-in-fact for Borrower. 5.8 Borrower shall protect and defend Borrower's title as well as the interest expiration of the Lender against all persons claiming any interest adverse to Borrower or Lender and shall at all times keep the Collateral free and clear from any attachment or levy, liens or encumbrances whatsoever (except any placed thereon by Lender, or any liens arising by operation term of law with respect to any obligations not yet overdue or any other liens consented to in writing by Lender) and shall give Lender immediate written notice thereofthis Agreement.