Common use of Covenants Regarding Collateral Clause in Contracts

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayed: (a) Borrower shall not obtain any other loans or other financing secured by an encumbrance, lien, mortgage, security interest or other interest in any of the Collateral, or assign, sell, transfer (voluntarily or by operation of law), or otherwise dispose of any interest in any of the Collateral or the Real Estate. (b) Borrower shall receive or collect monthly (or otherwise if so provided by the terms of the Collateral Documents) payment of principal and interest pursuant to and in accordance with the terms and conditions of the Collateral Documents. (c) Prior to the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions of the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence of an Event of Default, Borrower shall not alter, amend, cancel or otherwise change any provision of the Collateral Documents. (d) In the event Borrower goes into possession of any of the Real Estate, should Bank thereafter decide to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real Estate, or Obligor.

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayed: (a) Borrower shall not obtain any other loans or other financing secured by an encumbrance, lien, mortgage, security interest or other interest in any Immediately upon the Borrower’s receipt of that portion of the Collateral, or assignif any, sellwhich is evidenced by an agreement, transfer instrument and/or document, including promissory notes, documents of title and warehouse receipts (voluntarily or by operation collectively the “Special Collateral”) for the purpose of law), or otherwise dispose of any perfecting the Bank’s security interest in any such Special Collateral, the Borrower shall deliver the original thereof to the Bank, together with appropriate endorsements and/or specific evidence of the Collateral or assignment thereof to the Real EstateBank, in form and substance acceptable to the Bank. (b) Borrower shall receive or collect monthly (or otherwise if so provided by If and to the terms extent that any of the Collateral Documents) payment of principal and interest pursuant to and in accordance is evidenced by, or arises under, any contract with the terms and conditions United States of America or any agency or instrumentality thereof, the Collateral DocumentsBorrower will immediately notify the Bank of same. (c) Prior The Borrower covenants and agrees with the Bank as follows: (i) The Borrower will not hereafter grant a security interest in the Collateral, or sell the Collateral to any other Person, except as specifically permitted by this Agreement. (ii) The Borrower will at all times defend the Collateral against any and all claims of any Person adverse to the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions claims of the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence of an Event of Default, Borrower shall not alter, amend, cancel or otherwise change any provision of the Collateral DocumentsBank. (d) In The Borrower shall permit the event Borrower goes into possession of Bank to inspect and evaluate the Collateral and any books and records of the Real Estate, should Bank thereafter decide Borrower relating thereto at all reasonable times and to go into possession pursuant verify any Accounts by any reasonable (standard and customary) method satisfactory to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession all at the expense and risk of the affected Real EstateBorrower, provided that the Bank (i) provides to the Borrower five (5) business days advance notice and (ii) shall only be reimbursed on a reasonable basis for one (1) complete inspection of all the Collateral during any twelve (12) month period unless an Event of Default has occurred. (e) By identifying Accounts on any schedule or other document delivered to Bank the Borrower shall keep accurate be deemed to be making the representations and complete records of Payments and the Collateral Documents and shall furnish Bank warranties contained in Section 7.6 with respect to such information as Bank may request, including without limitations, the information required by Section 8 hereinAccounts. (f) Following With respect to Accounts pertaining to the occurrence Borrower’s lease or rental of an Event Equipment, the Borrower shall: (i) promptly upon the Borrower’s learning thereof, inform the Bank in writing of Default any material delay in the Borrower’s performance of any of its obligations to any Account Debtor and of any assertion of any claims, shall offsets or counterclaims by any Account Debtor and of any extraordinary allowances, credits and/or other monies granted by the Borrower to any Account Debtor; (ii) not exercise permit or agree to any right extension, compromise or remedy granted under settlement or make any change or modification of any kind or nature with respect to any Accounts, including any of the Collateral Documents without terms relating thereto, unless such action is taken in the prior written consent ordinary course of the Borrower’s business and the Bank is contemporaneously notified thereof; (iii) promptly upon the Borrower’s receipt or learning thereof, furnish to and inform the Bank of all material adverse information relating to the financial condition of any Account Debtor that would reasonably be expected to result in a material adverse effect upon the Borrower’s business; and (iv) keep all goods returned by any Account Debtor and all goods repossessed or stopped in transit by the Borrower from any Account Debtor segregated from the other property of the Borrower, immediately notify the Bank of the Borrower’s possession of such goods and hold the same as trustee for the Bank until otherwise directed in writing by the Bank. (g) Following the occurrence of an Event of Default, The Borrower shall not keep and maintain the Collateral in good operating condition and repair and shall make all necessary replacements thereof and renewals thereto so that the value and operating efficiency thereof shall at all times be maintained and preserved; provided, however, that the Borrower may (i) waivesell obsolete Equipment for a price which reasonably approximates its fair market value if the proceeds thereof are contemporaneously reinvested in replacement Equipment or are paid directly to the Bank, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; and (ii) cancelsell Equipment in the ordinary course of business provided that, terminate or permit unless replacement Equipment is purchased within ninety (90) days, the surrender of any Collateral Document; or (iiinet sales proceeds will be used to repay the Bank on the Term Loan in accordance with Section 2.2(d) solicit or accept any prepayment of monies under any Collateral Documenthereof. (h) The Borrower shall not release or terminate shall, immediately on demand by the Bank, deliver to the Bank any and all evidence of its interest inownership of any additional Equipment, to or under real estate, fixtures, and inventory including any Collateral Documentcertificates of title and/or applications for title thereto. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real Estate, or Obligor.

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayedINFOTOPIA covenants that it shall: (a) Borrower shall not obtain from time to time and at all reasonable times allow VITAQUEST by or through any other loans of its officers, agents, attorneys, or other financing secured by an encumbranceaccountants, liento examine or inspect the Collateral, mortgage, notify account debtors of VITAQUEST's security interest or other interest in any accounts (if included in the definition of Collateral) and obtain valuations and audits of the Collateral, at INFOTOPIA's expense, wherever located. INFOTOPIA shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as VITAQUEST may require to vest in and assure to VITAQUEST its rights hereunder and in or assignto the Collateral, selland the proceeds thereof, transfer (voluntarily or by operation of law)including, or otherwise dispose of any interest in any of the Collateral or the Real Estate.but not limited to, waivers from landlords, warehousemen and mortgagees; (b) Borrower shall receive keep the Collateral in good order and repair at all times and immediately notify VITAQUEST of any event causing a material loss or collect monthly (or otherwise if so provided by the terms decline in value of the Collateral Documentswhether or not covered by insurance and the amount of such loss or depreciation; (c) payment of principal and interest pursuant only use or permit the Collateral to and be used in accordance with all applicable federal, state, county and municipal laws and regulations; (d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as VITAQUEST may require, in such form, in such amount, for such period and written by such companies as may be satisfactory to VITAQUEST in its sole discretion. The policies of all such casualty insurance shall contain a standard Lender's Loss Payable Clauses issued in favor of VITAQUEST under which all losses thereunder shall be paid to VITAQUEST as VITAQUEST's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to VITAQUEST and shall insure VITAQUEST notwithstanding the act or neglect of INFOTOPIA. Upon demand of VITAQUEST, INFOTOPIA shall furnish VITAQUEST with duplicate original policies of insurance or such other evidence of insurance as VITAQUEST may require. In the event of failure to provide insurance as herein provided, VITAQUEST may, at its option, obtain such insurance and INFOTOPIA shall pay to VITAQUEST, on demand, the cost thereof. Proceeds of insurance may be applied by VITAQUEST to reduce the Obligations or to repair or replace Collateral, all in VITAQUEST's sole discretion; and (e) at all times keep accurate and complete records covering each item of Collateral, including the proceeds therefrom. VITAQUEST, or any of its agents, shall have the right upon reasonable prior notice, at intervals to be determined by VITAQUEST and without hindrance or delay, at INFOTOPIA's expense, to inspect, audit, and examine the Collateral and to make extracts from the books, records, journals, orders, receipts, correspondence and other data relating to Collateral, INFOTOPIA's business or any other transaction between the parties hereto. INFOTOPIA will at its expense furnish VITAQUEST copies thereof upon request. (f) not sell or offer to sell or otherwise transfer or grant or suffer the imposition of a lien or security interest upon the Collateral (except for sales of inventory and collections of accounts in INFOTOPIA's ordinary course of business) or use any portion thereof in any manner inconsistent with this Agreement or with the terms and conditions of the Collateral Documentsany policy of insurance thereon. (c) Prior to the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions of the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence of an Event of Default, Borrower shall not alter, amend, cancel or otherwise change any provision of the Collateral Documents. (d) In the event Borrower goes into possession of any of the Real Estate, should Bank thereafter decide to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real Estate, or Obligor.

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayedNUTRITIONARY covenants that it shall: (a) Borrower shall not obtain from time to time and at all reasonable times allow FRANKEL by or through any other loans of hix xxxxxs, attorneys, or other financing secured by an encumbranceaccountants, liento examine or inspect the Collateral, mortgage, notify account debtors of FRANKEL's security interest or other interest in any xxxxxxxx (if included in the definition of Collateral) and obtain valuations and audits of the Collateral, or assignat NUTRITIONARY's expense, sellwherever located. NUTRITIONARY shall do, transfer (voluntarily or by operation of law)obtain, or otherwise dispose of any interest make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as FRANKEL may require to vest in any of axx xxxxre to FRANKEL his rights hereunder anx xx xx to the Collateral or Collateral, and the Real Estate.proceeds thereof, including, but not limited to, waivers from landlords, warehousemen and mortgagees; (b) Borrower shall receive keep the Collateral in good order and repair at all times and immediately notify FRANKEL of any event causing a xxxxxxxl loss or collect monthly (or otherwise if so provided by the terms decline in value of the Collateral Documentswhether or not covered by insurance and the amount of such loss or depreciation; (c) payment of principal and interest pursuant only use or permit the Collateral to and be used in accordance with all applicable federal, state, county and municipal laws and regulations; (d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as FRANKEL may require, in such forx, xx such amount, for such period and written by such companies as may be satisfactory to FRANKEL in his sole discretiox. Xxx policies of all such casualty insurance shall contain a standard lender's loss payable clause issued in favor of FRANKEL under which all losses xxxxxxxder shall be paid to FRANKEL as FRANKEL's interest max xxxxxr. Sxxx xxxxxies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to FRANKEL and shall insure FRANKEX xxxxithstanding the act xx xxxlect of NUTRITIONARY. Upon demand of FRANKEL, NUTRITIONARY shall furxxxx XRANKEL with duplicate originxx xxxicies of insurance or such other evidence of insurance as FRANKEL may require. In the evenx xx xxilure to provide insurance as herein provided, FRANKEL may, at his option, obtaxx xxxx insurance and NUTRITIONARY shall pay to FRANKEL, on demand, the cost thexxxx. Proceeds of insurance may be applied by FRANKEL to reduce the Obligatioxx xx to repair or replace Collateral, all in FRANKEL's sole discretion; (x) xx all times keep accurate and complete records covering each item of Collateral, including the proceeds therefrom. FRANKEL, or any of his agents, xxxxx xave the right upon reasonable prior notice, at intervals to be determined by FRANKEL and without hindrance xx xxlay, at NUTRITIONARY's expense, to inspect, audit, and examine the Collateral and to make extracts from the books, records, journals, orders, receipts, correspondence and other data relating to Collateral, NUTRITIONARY's business or any other transaction between the parties hereto. NUTRITIONARY will at its expense furnish FRANKEL copies thereof upon requxxx; xxd (f) not sell or offer to sell or otherwise transfer or grant or suffer the imposition of a lien or security interest upon the Collateral (except for sales of inventory and collections of accounts in NUTRITIONARY's ordinary course of business) or use any portion thereof in any manner inconsistent with this Agreement or with the terms and conditions of the Collateral Documentsany policy of insurance thereon. (c) Prior to the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions of the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence of an Event of Default, Borrower shall not alter, amend, cancel or otherwise change any provision of the Collateral Documents. (d) In the event Borrower goes into possession of any of the Real Estate, should Bank thereafter decide to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real Estate, or Obligor.

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayedTRENDIRECT covenants that it shall: (a) Borrower shall not obtain from time to time and at all reasonable times allow VITAQUEST by or through any other loans of its officers, agents, attorneys, or other financing secured by an encumbranceaccountants, liento examine or inspect the Collateral, mortgage, notify account debtors of VITAQUEST's security interest or other interest in any accounts (if included in the definition of Collateral) and obtain valuations and audits of the Collateral, at TRENDIRECT's expense, wherever located. TRENDIRECT shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as VITAQUEST may require to vest in and assure to VITAQUEST its rights hereunder and in or assignto the Collateral, selland the proceeds thereof, transfer (voluntarily or by operation of law)including, or otherwise dispose of any interest in any of the Collateral or the Real Estate.but not limited to, waivers from landlords, warehousemen and mortgagees; (b) Borrower shall receive keep the Collateral in good order and repair at all times and immediately notify VITAQUEST of any event causing a material loss or collect monthly (or otherwise if so provided by the terms decline in value of the Collateral Documentswhether or not covered by insurance and the amount of such loss or depreciation; (c) payment of principal and interest pursuant only use or permit the Collateral to and be used in accordance with all applicable federal, state, county and municipal laws and regulations; (d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as VITAQUEST may require, in such form, in such amount, for such period and written by such companies as may be satisfactory to VITAQUEST in its sole discretion. The policies of all such casualty insurance shall contain a standard Lender's Loss Payable Clauses issued in favor of VITAQUEST under which all losses thereunder shall be paid to VITAQUEST as VITAQUEST's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to VITAQUEST and shall insure VITAQUEST notwithstanding the act or neglect of TRENDIRECT. Upon demand of VITAQUEST, TRENDIRECT shall furnish VITAQUEST with duplicate original policies of insurance or such other evidence of insurance as VITAQUEST may require. In the event of failure to provide insurance as herein provided, VITAQUEST may, at its option, obtain such insurance and TRENDIRECT shall pay to VITAQUEST, on demand, the cost thereof. Proceeds of insurance may be applied by VITAQUEST to reduce the Obligations or to repair or replace Collateral, all in VITAQUEST's sole discretion; and (e) at all times keep accurate and complete records covering each item of Collateral, including the proceeds therefrom. VITAQUEST, or any of its agents, shall have the right upon reasonable prior notice, at intervals to be determined by VITAQUEST and without hindrance or delay, at TRENDIRECT's expense, to inspect, audit, and examine the Collateral and to make extracts from the books, records, journals, orders, receipts, correspondence and other data relating to Collateral, TRENDIRECT's business or any other transaction between the parties hereto. TRENDIRECT will at its expense furnish VITAQUEST copies thereof upon request. (f) not sell or offer to sell or otherwise transfer or grant or suffer the imposition of a lien or security interest upon the Collateral (except for sales of inventory and collections of accounts in TRENDIRECT's ordinary course of business) or use any portion thereof in any manner inconsistent with this Agreement or with the terms and conditions of the Collateral Documentsany policy of insurance thereon. (c) Prior to the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions of the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence of an Event of Default, Borrower shall not alter, amend, cancel or otherwise change any provision of the Collateral Documents. (d) In the event Borrower goes into possession of any of the Real Estate, should Bank thereafter decide to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real Estate, or Obligor.

Covenants Regarding Collateral. So long as Each Grantor shall comply with the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayedfollowing covenants regarding Collateral: (a) Borrower Such Grantor shall not obtain any other loans or other financing secured by an encumbrance, lien, mortgage, security interest or other interest in any keep its principal place of business and chief executive office and the office where it keeps its records concerning the Collateral, and the offices where it keeps all originals of all documents evidencing or assignrelating to any or all Collateral, sellat the location therefor specified in Section 5(a) hereof or, transfer (voluntarily or by operation of law), or otherwise dispose of any interest in any of upon the Collateral or Agent's actual receipt of at least thirty (30) days' prior written notice to the Real EstateCollateral Agent, at other locations in the United States, which notice (once received) will be deemed to automatically update Schedule A hereto, and Section 5(a) hereof. (b) Borrower Except as otherwise provided in this Section 9(b), such Grantor shall receive continue to collect, at its own expense, all amounts due or collect monthly to become due to such Grantor under its Accounts. In connection with such collections, such Grantor may take (and, at the Collateral Agent's direction, shall take) such action as such Grantor or otherwise if so provided by the terms Collateral Agent may deem necessary or advisable to enforce collection of the Collateral Documents) payment of principal and interest pursuant to and in accordance with the terms and conditions of the Collateral Documents. (c) Prior to Accounts; provided, however, that upon the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change and at any terms or conditions of time thereafter during the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence continuation of an Event of Default, Borrower the Collateral Agent shall have the right to enforce such Grantor's rights against any account debtors or other obligors relating to the Collateral including, but not alterlimited to, amendthe right to notify the Exhibit 4.01(c) 5 account debtors or obligors under any Collateral of the security interest in the Collateral granted to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent. In such event, cancel upon notice to such Grantor, and at the sole expense of such Grantor, the Collateral Agent may enforce collection of any such Collateral, and adjust, settle or otherwise change compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice from the Collateral Agent referred to in the preceding sentence: (i) all amounts and proceeds (including instruments) received by such Grantor in respect of any provision Collateral shall be received in trust for the benefit of the Collateral Documents. (d) In the event Borrower goes into possession Agent, shall be segregated from other funds of any of the Real Estate, should Bank thereafter decide such Grantor and shall be forthwith paid over to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents Agent in the same form as so received (with any necessary endorsement); and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancelsuch Grantor shall not adjust, terminate settle or permit compromise the surrender amount or payment of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real EstateAccount, or Obligorrelease wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayedAHDC covenants that it shall: (a) Borrower shall not obtain from time to time and at all reasonable times allow FRANKEL by or through any other loans of hix xxxxxs, attorneys, or other financing secured by an encumbranceaccountants, liento examine or inspect the Collateral, mortgage, notify account debtors of FRANKEL's security interest or other interest in any xxxxxxxx (if included in the definition of Collateral) and obtain valuations and audits of the Collateral, at AHDC's expense, wherever located. AHDC shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as FRANKEL may require to vest in xxx xxsure to FRANKEL his rights hereunder xxx xx or assignto the Collateral, selland the proceeds thereof, transfer (voluntarily or by operation of law)including, or otherwise dispose of any interest in any of the Collateral or the Real Estate.but not limited to, waivers from landlords, warehousemen and mortgagees; (b) Borrower shall receive keep the Collateral in good order and repair at all times and immediately notify FRANKEL of any event causing a xxxxxxxl loss or collect monthly (or otherwise if so provided by the terms decline in value of the Collateral Documentswhether or not covered by insurance and the amount of such loss or depreciation; (c) payment of principal and interest pursuant only use or permit the Collateral to and be used in accordance with all applicable federal, state, county and municipal laws and regulations; (d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as FRANKEL may require, in such forx, xx such amount, for such period and written by such companies as may be satisfactory to FRANKEL in his sole discretiox. Xxx policies of all such casualty insurance shall contain a standard lender's loss payable clause issued in favor of FRANKEL under which all losses xxxxxxxder shall be paid to FRANKEL as FRANKEL's interest max xxxxxr. Sxxx xxxxxies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to FRANKEL and shall insure FRANKEX xxxxithstanding the act xx xxxlect of AHDC. Upon demand of FRANKEL, AHDC shall furnish FRAXXXX xxth duplicate originax xxxxcies of insurance or such other evidence of insurance as FRANKEL may require. In the evexx xx xailure to provide insurance as herein provided, FRANKEL may, at his option, obtxxx xxxh insurance and AHDC shall pay to FRANKEL, on demand, the cost thexxxx. Proceeds of insurance may be applied by FRANKEL to reduce the Obligationx xx xx repair or replace Collateral, all in FRANKEL's sole discretion; (x) xx all times keep accurate and complete records covering each item of Collateral, including the proceeds therefrom. FRANKEL, or any of his agents, xxxxx xave the right upon reasonable prior notice, at intervals to be determined by FRANKEL and without hindrance or xxxxx, at AHDC's expense, to inspect, audit, and examine the Collateral and to make extracts from the books, records, journals, orders, receipts, correspondence and other data relating to Collateral, AHDC's business or any other transaction between the parties hereto. AHDC will at its expense furnish FRANKEL copies thereof upon requxxx; xxd (f) not sell or offer to sell or otherwise transfer or grant or suffer the imposition of a lien or security interest upon the Collateral (except for sales of inventory and collections of accounts in AHDC's ordinary course of business) or use any portion thereof in any manner inconsistent with this Agreement or with the terms and conditions of the Collateral Documentsany policy of insurance thereon. (c) Prior to the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions of the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence of an Event of Default, Borrower shall not alter, amend, cancel or otherwise change any provision of the Collateral Documents. (d) In the event Borrower goes into possession of any of the Real Estate, should Bank thereafter decide to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real Estate, or Obligor.

Covenants Regarding Collateral. So long as The Grantor shall comply with the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayedfollowing covenants regarding Collateral: (a) Borrower The Grantor shall not obtain any other loans or other financing secured by an encumbrance, lien, mortgage, security interest or other interest in any keep its principal place of business and chief executive office and the office where it keeps its records concerning the Collateral, and the offices where it keeps all originals of all documents evidencing or assignrelating to any or all Collateral, sellat the location therefor specified in Section 5(a) hereof or, transfer (voluntarily or by operation of law), or otherwise dispose of any interest in any of upon the Collateral or Agent's actual receipt of at least thirty (30) days' prior written notice to the Real EstateCollateral Agent, at other locations in the United States, which notice (once received) will be deemed to automatically update Schedule A hereto, and Section 5(a) hereof. (b) Borrower Except as otherwise provided in this Section 9(b), the Grantor shall receive continue to collect, at its own expense, all amounts due or collect monthly to become due to the Grantor under the Buyer Note. In connection with such collections, the Grantor may take (and, at the Collateral Agent's direction, shall take) such action as the Grantor or otherwise if so provided by the terms Collateral Agent may deem necessary or advisable to enforce collection of the Collateral Documents) payment of principal and interest pursuant to and in accordance with the terms and conditions of the Collateral Documents. (c) Prior to Buyer Note; provided, however, that upon the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change and at any terms or conditions of time thereafter during the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence continuation of an Event of Default, Borrower the Collateral Agent shall have the right to enforce the Grantor's rights against Volt Funding or any other obligors relating to the Collateral including, but not alterlimited to, amendthe right to notify Volt Funding and any other obligors under any Collateral of the security interest in the Collateral granted to the Collateral Agent and to direct Volt Funding and/or such other obligors to make payment of all amounts due or to become due to the Grantor thereunder directly to the Collateral Agent. In such event, cancel upon notice to the Grantor, and at the sole expense of the Grantor, the Collateral Agent may enforce collection of any such Collateral, and adjust, settle or otherwise change compromise the amount or payment thereof, in the same manner and to the same extent as the Grantor might have done. After receipt by the Grantor of the notice from the Collateral Agent referred to in the preceding sentence: (i) all amounts and proceeds (including instruments) received by the Grantor in respect of any provision Collateral shall be received in trust for the benefit of the Collateral Documents. (d) In the event Borrower goes into possession of any Agent, shall be segregated from other funds of the Real Estate, should Bank thereafter decide Grantor and shall be forthwith paid over to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents Agent in the same form as so received (with any necessary endorsement); and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancelthe Grantor shall not adjust, terminate settle or permit compromise the surrender amount or payment of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real EstateAccount, or Obligorrelease wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayed: (a) Borrower shall not obtain No Grantor will, without providing at least 30 days’ prior written notice to Secured Party, change its legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or its principal place of business or its organizational identification number (if applicable in such Grantor’s jurisdiction of organization). Each Grantor will, prior to any other loans or other financing secured change described in the preceding sentence, take all actions requested by an encumbrance, lien, mortgage, Secured Party to maintain the perfection and priority of Secured Party’s security interest or other interest in any of the Collateral, or assign, sell, transfer (voluntarily or by operation of law), or otherwise dispose of any interest in any of the Collateral or the Real Estate. (b) Borrower shall receive or collect monthly [Reserved.] (or otherwise if so provided c) Each Grantor shall, at its own cost and expense, take any and all actions reasonably necessary to defend title to the Collateral against all Persons (other than Persons holding Liens on such Collateral permitted by the terms Section 3.3 of the Term Note that have priority over or are pari passu with the Secured Party’s lien) and to defend the security interest of the Secured Party in the Collateral Documentsand the priority thereof against any Lien that is not permitted by Section 3.3 of the Term Note. (d) payment With respect to Pledged Securities: (i) So long as no Event of principal Default shall have occurred and interest pursuant be continuing, each Grantor shall be entitled to exercise any and in accordance all voting and other consensual rights pertaining to the Pledged Securities or any part thereof for any purpose not inconsistent with the terms or purposes hereof or any other Loan Document; provided, however, that no Grantor shall in any event exercise such rights in any manner which could reasonably be expected materially and conditions of adversely affect Secured Party’s or the Collateral Lenders’ rights under the Loan Documents. (cii) Prior to All cash distributions which are received by any Grantor in respect of the Pledged Securities constituting Collateral held in the Specified Account, shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of such Grantor and shall promptly (but in any event within two Business Days after receipt thereof by such Grantor) be credited to, or deposited in, the Specified Account. (iii) Upon the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions of and during the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence continuation of an Event of Default, Borrower shall not alter, amend, cancel or otherwise change all cash distributions which are received by any provision Grantor in respect of the Collateral DocumentsPledged Securities constituting Collateral, shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of such Grantor and shall promptly (but in any event within two Business Days after receipt thereof by such Grantor) be paid over to Secured Party to apply to the outstanding Secured Obligations, in its discretion. (div) In No Grantor shall close the event Borrower goes into possession of Specified Account or, except as permitted by the Combined Note Documents, transfer any of the Real Estate, should Bank thereafter decide to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts Collateral held therein or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. credited thereto without (ei) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without obtaining the prior written consent of BankSecured Party and (ii) entering into such agreements as Secured Party may in its sole discretion require to ensure the continued priority and perfection of its Lien on such Collateral. (gv) Following Notwithstanding anything to the occurrence of an Event of Defaultcontrary in the Securities Control Agreement, Borrower shall to the extent that any Grantor sells any Pledged Securities in the Specified Account, such Grantor will not (iand will not instruct the Securities Intermediary to) waive, excuse, condone or reinvest the proceeds of such sale in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Documentanything other than cash and cash equivalents. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real Estate, or Obligor.

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayed: (a) Borrower shall Shall use the Collateral only in the ordinary course of its business and will not obtain any other loans or other financing secured by an encumbrance, lien, mortgage, security interest or other interest permit the Collateral to be used in any of the Collateral, or assign, sell, transfer (voluntarily or by operation of law), or otherwise dispose violation of any interest in any applicable law or policy of the Collateral or the Real Estate.insurance; (b) Borrower shall receive or collect monthly (or otherwise if so provided by the terms of Shall defend the Collateral Documents) payment against all claims and demands of principal and interest pursuant to and in accordance with the terms and conditions of the Collateral Documents.all Persons, except for Permitted Liens; (c) Prior Shall obtain and deliver to Lender such Third Party Agreements as Lender may reasonably request from time to time (with it being understood that the occurrence of an Event or Default, Borrower failure for whatever reason to obtain any such Third Party Agreements shall not alterin any way limit Lender’s right to institute Reserves); (d) Shall promptly deliver to Lender all Items, amendInstruments, extendChattel Paper, cancel Investment Property in the form of certificated securities, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed to Lender’s order; (e) Shall not create any Electronic Chattel Paper without first granting Lender Control thereof pursuant to such measures as Lender shall request; (f) Shall promptly notify Lender of any patents, trademarks, or otherwise change copyrights to which Borrower or a Subsidiary acquires title or rights after the Closing Date and any terms license agreements entered into after the Closing Date by Borrower or conditions any Subsidiary authorizing Borrower or such Subsidiary to use any third party’s patents, trademarks, or copyrights; (g) Shall give Lender at least 30 days written notice before using any trade, assumed, or fictitious name not already disclosed in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance with all applicable laws; (h) Shall promptly notify Lender of the Collateral Documents if existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as a result thereof there would occur an Event of Default or Potential Default. Following is reasonably necessary for Lender to perfect its security interest thereon; and (i) Within three Business Days after Lender’s request made during the occurrence existence of an Event of Default, Borrower shall not alter, amend, cancel deliver to Lender the original certificates of title in its possession or otherwise change any provision similar title documents in its possession for all of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the Collateral Documents. (dUCC) In the event Borrower goes into possession and take such further actions from time to time as Lender requests for purposes of any of the Real Estate, should Bank thereafter decide perfecting Lender’s security interest in and to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate such vehicles and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real Estate, or Obligor.Equipment;

Covenants Regarding Collateral. So long as Borrower makes the Line Note remains unpaid or following covenants with Bank has any commitment under regarding the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayedCollateral for itself and each Subsidiary. Borrower and each Subsidiary: (a) will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance; (b) as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens; (c) will, at Bank’s request, obtain and deliver to Bank such Third Party Waivers as Bank may require; (d) will promptly deliver to Bank all promissory notes, drafts, trade acceptances, chattel paper, Instruments or documents of title which are Collateral in tangible form, appropriately endorsed to Bank’s order, and Borrower shall will not obtain create or permit any other loans or other financing secured Subsidiary to create any Electronic Chattel Paper without taking all steps deemed necessary by an encumbrance, lien, mortgage, security interest or other interest in any Bank to confer control of the CollateralElectronic Chattel Paper upon Bank in accordance with the Code; (e) except for sales of Inventory in the ordinary course of business and the voluntary termination of Swap Agreements to which Borrower or such Subsidiary is a party, or will not sell, assign, selllease, transfer (voluntarily or by operation of law)transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest in any of the Collateral or the Real Estate.therein; (bf) shall promptly notify Bank of any future patents, trademarks or copyrights owned by Borrower shall receive or collect monthly (any Subsidiary and any license agreements entered into by Borrower or otherwise if so provided any Subsidiary authorizing said Person to use any patents, trademarks or copyrights owned by the terms of the Collateral Documents) payment of principal and interest pursuant to and in accordance with the terms and conditions of the Collateral Documents.third parties; (cg) Prior shall give Bank at least thirty (30) days prior written notice of any new trade or fictitious name. Borrower’s or any Subsidiary’s use of any trade or fictitious name shall be in compliance with all laws regarding the use of such names; and (h) shall permit Bank, from time to the occurrence time not more than once during any Fiscal Year of an Event or DefaultBorrower, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions of the Collateral Documents if as a result thereof there would occur unless an Event of Default or Potential Default. Following the occurrence of an Event of Defaulthas occurred and is continuing, Borrower shall not alter, amend, cancel or otherwise change any provision of to cause the Collateral Documents. (d) In the event Borrower goes into possession of any of the Real Estate, should Bank thereafter decide to go into possession pursuant be appraised by a third-party appraiser satisfactory to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession the expenses of the affected Real Estatewhich shall be borne by Borrower. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real Estate, or Obligor.

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayed: (a) Borrower shall not obtain any other loans or other financing secured by an encumbrance, lien, mortgage, security interest or other interest in any of the Collateral, or assign, sell, transfer (voluntarily or by operation of law), or otherwise dispose of any interest in any of the Collateral or the Real Estate. (b) Borrower shall receive or collect monthly (or otherwise if so provided by the terms of the Collateral Assigned Loan Documents) payment of principal and interest pursuant to and in accordance with the terms and conditions of the Collateral Assigned Loan Documents. (c) Prior to the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions of the Collateral Assigned Loan Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence of an Event anEvent of Default, Borrower shall not alter, amend, cancel or otherwise change any provision of any of the Collateral Assigned Loan Documents. (d) In the event Borrower goes into possession of any of the Real EstateEstate relating to the Assigned Loan Documents, should Bank thereafter decide to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's ’s possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Assigned Loan Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Assigned Loan Document; (ii) cancel, terminate or permit the surrender of any Collateral Assigned Loan Document; or (iii) solicit or accept any prepayment of monies under any Collateral Assigned Loan Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Assigned Loan Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Assigned Loan Documents, Real Estate, Collateral or Obligor.”

Covenants Regarding Collateral. So long as Each Grantor shall comply with the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayedfollowing covenants regarding Collateral: (a) Borrower Such Grantor shall not obtain any other loans or other financing secured by an encumbrance, lien, mortgage, security interest or other interest in any keep its principal place of business and chief executive office and the office where it keeps its records concerning the Collateral, and the offices where it keeps all originals of all documents evidencing or assignrelating to any or all Collateral, sellat the location therefor specified in Section 5(a) hereof or, transfer (voluntarily or by operation of law), or otherwise dispose of any interest in any of upon the Collateral or Agent's actual receipt of at least thirty (30) days' prior written notice to the Real EstateCollateral Agent, at other locations in the United States, which notice (once received) will be deemed to automatically update Schedule A hereto, and Section 5(a) hereof. (b) Borrower Except as otherwise provided in this Section 9(b), such Grantor shall receive continue to collect, at its own expense, all amounts due or collect monthly to become due to such Grantor under its Accounts. In connection with such collections, such Grantor may take (and, at the Collateral Agent's direction, shall take) such action as such Grantor or otherwise if so provided by the terms Collateral Agent may deem necessary or advisable to enforce collection of the Collateral Documents) payment of principal and interest pursuant to and in accordance with the terms and conditions of the Collateral Documents. (c) Prior to Accounts; provided, however, that upon the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change and at any terms or conditions of time thereafter during the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence continuation of an Event of Default, Borrower the Collateral Agent shall have the right to enforce such Grantor's rights against any account debtors or other obligors relating to the Collateral including, but not alterlimited to, amendthe right to notify the account debtors or obligors under any Collateral of the security interest in the Collateral granted to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent. In such event, cancel upon notice to such Grantor, and at the sole expense of such Grantor, the Collateral Agent may enforce collection of any such Collateral, and adjust, settle or otherwise change compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice from the Collateral Agent referred to in the preceding sentence: (i) all amounts and proceeds (including instruments) received by such Grantor in respect of any provision Collateral shall be received in trust for the benefit of the Collateral Documents. (d) In the event Borrower goes into possession Agent, shall be segregated from other funds of any of the Real Estate, should Bank thereafter decide such Grantor and shall be forthwith paid over to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents Agent in the same form as so received (with any necessary endorsement); and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancelsuch Grantor shall not adjust, terminate settle or permit compromise the surrender amount or payment of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real EstateAccount, or Obligorrelease wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayed: (a) Borrower shall not obtain At any other loans time Revolving Loans or other financing secured by an encumbrancenon-Cash Collateralized Letters of Credit are outstanding, lien, mortgage, security interest or other interest in any promptly upon a Borrower’s receipt of that portion of the Collateral, or assignif any, sellwhich is included in the Borrowing Base and evidenced by an agreement, transfer instrument and/or document, including promissory notes, documents of title and warehouse receipts (voluntarily or by operation collectively the “Special Collateral”) for the purpose of law), or otherwise dispose of any perfecting the Bank’s security interest in any such Special Collateral, the Borrowers shall deliver the original thereof to the Bank, together with appropriate endorsements and/or specific evidence of the Collateral or assignment thereof to the Real EstateBank, in form and substance acceptable to the Bank. (b) Borrower shall receive At any time Revolving Loans or collect monthly (or otherwise non-Cash Collateralized Letters of Credit are outstanding, if so provided by and to the terms extent that any of the Collateral Documents) payment of principal and interest pursuant to and which is included in accordance the Borrowing Base is evidenced by, or arises under, any contract with the terms and conditions United States of America or any agency or instrumentality thereof, the Collateral DocumentsBorrowers will promptly notify the Bank of same. (c) Prior Each Borrower covenants and agrees with the Bank as follows: (i) Such Borrower will not hereafter grant a security interest in the Collateral, or sell the Collateral to any other Person, except as specifically permitted by this Agreement. (ii) Such Borrower will at all times defend the Collateral against any and all claims of any Person adverse to the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions claims of the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence of an Event of Default, Borrower shall not alter, amend, cancel or otherwise change any provision of the Collateral DocumentsBank. (d) In At any time Revolving Loans or non-Cash Collateralized Letters of Credit are outstanding, the event Borrower goes into possession of Borrowers shall permit the Bank to inspect and evaluate the Collateral and any books and records of the Real Estate, should Bank thereafter decide Borrowers relating thereto at all reasonable times and to go into possession pursuant verify any Accounts by any method satisfactory to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession all at the expense and risk of the affected Real EstateBorrower, provided that the Bank (i) provides to the Borrowers three (3) Business Days advance notice and (ii) shall only be reimbursed for one (1) complete inspection of all the Collateral during any twelve (12) month period unless an Event of Default has occurred. (e) Borrower By identifying Eligible Accounts in a Borrowing Base Certificate for including in the Borrowing Base the Borrowers shall keep accurate be deemed to be making the representations and complete records of Payments and the Collateral Documents and shall furnish Bank warranties contained in Section 7.6 with respect to such information as Bank may request, including without limitations, the information required by Section 8 hereinEligible Accounts. (f) Following the occurrence of an Event of Default Borrower, The Borrowers shall not exercise any right or remedy granted under any of keep and maintain the Collateral Documents without material to their business in good operating condition and repair and shall make all necessary replacements thereof and renewals thereto so that the prior written consent value and operating efficiency thereof shall at all times be maintained and preserved; provided, however, that the Borrowers may sell Inventory in the ordinary course of Bankbusiness. (g) Following At any time Revolving Loans or non-Cash Collateralized Letters of Credit are outstanding, the occurrence Borrowers shall, promptly on demand by the Bank, deliver to the Bank any and all evidence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement ownership of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding additional equipment and Inventory included in the United States Bankruptcy Court with regard to Borrowing Base, including any Collateral Documents, Real Estate, or Obligorcertificates of title and/or applications for title thereto.

Covenants Regarding Collateral. So long as the Line Note remains unpaid or Bank has any commitment under the Line, without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayedNUTRITIONARY covenants that it shall: (a) Borrower shall not obtain from time to time and at all reasonable times allow SIMON by or through any other loans of his agents, attorneys, or other financing secured by an encumbranceaccountants, liento examine or inspect the Collateral, mortgage, notify account debtors of SIMON's security interest or other interest in any accounts (if included in the definition of Collateral) and obtain valuations and audits of the Collateral, at NUTRITIONARY's expense, wherever located. NUTRITIONARY shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as SIMON may require to vest in and xxxxxx to SIMON his rights hereunder and in or assignto the Collateral, selland the proceeds thereof, transfer (voluntarily or by operation of law)including, or otherwise dispose of any interest in any of the Collateral or the Real Estate.but not limited to, waivers from landlords, warehousemen and mortgagees; (b) Borrower shall receive keep the Collateral in good order and repair at all times and immediately notify SIMON of any event causing a material loss or collect monthly (or otherwise if so provided by the terms decline in value of the Collateral Documentswhether or not covered by insurance and the amount of such loss or depreciation; (c) payment of principal and interest pursuant only use or permit the Collateral to and be used in accordance with all applicable federal, state, county and municipal laws and regulations; (d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as SIMON may require, in such form, xx xxxh amount, for such period and written by such companies as may be satisfactory to SIMON in his sole discretion. The policies of all such casualty insurance shall contain a standard lender's loss payable clause issued in favor of SIMON under which all losses thereunder shall be paid to SIMON as SIMON's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to SIMON and shall insure SIMON notwithstanding the act or neglect of NUTRITIONARY. Upon demand of SIMON, NUTRITIONARY shall furnish SIMON with duplicate original policies of insurance or such other evidence of insurance as SIMON may require. In the event xx xxxxxre to provide insurance as herein provided, SIMON may, at his option, xxxxxx xxch insurance and NUTRITIONARY shall pay to SIMON, on demand, the cost thereof. Proceeds of insurance may be applied by SIMON to reduce the Obligations or to repair or replace Collateral, all in SIMON's sole discretion; (e) at all times keep accurate and complete records covering each item of Collateral, including the proceeds therefrom. SIMON, or any of his agents, shall have the right upon reasonable prior notice, at intervals to be determined by SIMON and without hindrance or delay, at NUTRITIONARY's expense, to inspect, audit, and examine the Collateral and to make extracts from the books, records, journals, orders, receipts, correspondence and other data relating to Collateral, NUTRITIONARY's business or any other transaction between the parties hereto. NUTRITIONARY will at its expense furnish SIMON copies thereof upon request; and (f) not sell or offer to sell or otherwise transfer or grant or suffer the imposition of a lien or security interest upon the Collateral (except for sales of inventory and collections of accounts in NUTRITIONARY's ordinary course of business) or use any portion thereof in any manner inconsistent with this Agreement or with the terms and conditions of the Collateral Documentsany policy of insurance thereon. (c) Prior to the occurrence of an Event or Default, Borrower shall not alter, amend, extend, cancel or otherwise change any terms or conditions of the Collateral Documents if as a result thereof there would occur an Event of Default or Potential Default. Following the occurrence of an Event of Default, Borrower shall not alter, amend, cancel or otherwise change any provision of the Collateral Documents. (d) In the event Borrower goes into possession of any of the Real Estate, should Bank thereafter decide to go into possession pursuant to this Agreement, Borrower shall immediately vacate the affected Real Estate and perform whatever acts or execute whatever documents required by Bank, in its sole discretion, to expedite Bank's possession of the affected Real Estate. (e) Borrower shall keep accurate and complete records of Payments and the Collateral Documents and shall furnish Bank with such information as Bank may request, including without limitations, the information required by Section 8 herein. (f) Following the occurrence of an Event of Default Borrower, shall not exercise any right or remedy granted under any of the Collateral Documents without the prior written consent of Bank. (g) Following the occurrence of an Event of Default, Borrower shall not (i) waive, excuse, condone or in any manner release or discharge any obligation, covenant or agreement of any Obligor under any Collateral Document; (ii) cancel, terminate or permit the surrender of any Collateral Document; or (iii) solicit or accept any prepayment of monies under any Collateral Document. (h) Borrower shall not release or terminate any of its interest in, to or under any Collateral Document. (i) Borrower shall not propose or consent to any plan of reorganization or liquidation in any proceeding in the United States Bankruptcy Court with regard to any Collateral Documents, Real Estate, or Obligor.