Common use of Miscellaneous Covenants Clause in Contracts

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks or their representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i1) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii2) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii3) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv4) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's ’s business and financial condition as the Secured Party may from time to time reasonably request; (v5) promptly notify the Secured Party of any material loss of or material damage to any Collateral or of any material adverse change, change known to the Debtor, in Debtor pertaining to the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting the Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viii6) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest (including, without limitation, any filings with the United States Patent and Trademark Office, Copyright or other Intellectual Property filings and any filings of financing or continuation statements under the UCC) in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the Security Interest or to enable the Secured Party to obtain the full benefits of this Agreement, or to enable the Secured Party to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix7) with respect to the Pledged Securities, to the extent it may lawfully do so, use its best efforts to prevent any subsidiary of Debtor of which Pledged Securities are held from issuing Future Rights or Proceeds; and (8) upon receipt by Debtor of any material notice, report, or other communication from a subsidiary of Debtor of which Pledged Securities are held or any Holder relating to all or any part of the Pledged Securities, deliver such notice, report or other communication to Secured Party as soon as possible, but in no event later than five (5) days following the receipt thereof by Debtor. (9) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including including, in each case case, all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi10) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral (unless the amount, applicability or validity thereof is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and adequate reserves have been established therefor in accordance with generally accepted accounting principles) or upon or against the creation, perfection or continuance of the Security Interest; (iiiii) at all reasonable times, permit the Secured Party, the Banks or their representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document certificate or chattel paper instrument constituting or evidencing Collateral, duly endorsed or assigned in blank by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viiiiii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicleinvestment property not constituting certified securities, execute any control agreements, and take such documents commercially reasonable measures to cause any applicable securities issuer or intermediary to execute such control agreements, as the Secured Party may be required reasonably require to have obtain control over such investment property (or, in the Security Interest properly noted on a certificate absence of titlesuch control agreements, transfer such investment property to the Secured Party); (ixiv) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' feesfees and disbursements) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings;; and (xv) execute, deliver or endorse any and all instruments, documents, assignments, security agreements agreements, proxies and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and Agreement (xiincluding without limitation all voting and other rights with respect to the Collateral that the Secured Party may be entitled to exercise under clause (b) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinanceSection 6).

Miscellaneous Covenants. The Debtor Guarantor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the DebtorGuarantor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors Guarantors and other obligors requests for verifications of amounts owed to the DebtorGuarantor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the DebtorGuarantor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the DebtorGuarantor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the DebtorGuarantor, in the prospect of payment of any sums due on or under any instrumentInstrument, chattel paper, Chattel Paper or account Account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default)requests, promptly deliver to the Secured Party any instrumentInstrument, document Document or chattel paper Chattel Paper constituting Collateral, duly endorsed or assigned by the DebtorGuarantor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time execute such financing statements other documents as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.. NMC Master Security Agreement (Guarantor)

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's ’s business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's ’s rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor Grantor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Parties or their representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's Grantor’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the DebtorGrantor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's Grantor’s business and financial condition and submit to the Secured Party Parties such periodic reports concerning the Collateral and the Debtor's Grantor’s business and financial condition as the Secured Party Parties may from time to time reasonably request; (v) promptly notify the Secured Party Parties of any loss of or material damage to any Collateral or of any adverse change, change known to the Debtor, in Grantor pertaining to the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting the Collateral; (vi) if the Secured Party Parties at any time so requests request (whether the request is made before or after the occurrence and during the continuation of an Event of Default), promptly deliver to the Secured Party Parties any instrument, document or chattel paper constituting the Collateral, duly endorsed or assigned by the DebtorGrantor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of the Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party Parties may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParties; (viii) from time to time execute such financing statements as the Secured Party Parties may reasonably require in order to perfect the Security Interest (including, without limitation, any filings with the United States Patent and Trademark Office, copyright or other intellectual property filings and any filings of financing or continuation statements under the UCC) in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the Security Interest or to enable the Secured Parties to obtain the full benefits of this Agreement, or to enable the Secured Parties to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party Parties on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including including, in each case case, all reasonable attorneys' ’ fees) incurred by the Secured Party Parties in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party Parties may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's Parties’ rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's ’s business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time authorize or execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations Indebtedness and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the ObligationsIndebtedness, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's ’s rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor Grantor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation ordinary wear and tear excepted, and will, from time to time, replace any worn, broken or defective parts thereof, although Grantor may discontinue the operation and maintenance of any properties if Grantor believes that such discontinuance is desirable to the conduct of its business and not disadvantageous in any material respect to the Holder Representative; (ii) promptly pay or discharge when due all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest, although Grantor shall not be required to pay any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which proper reserves have been made; (iii) at all reasonable timesany time during ordinary business hours, permit the Secured Party, the Banks Holder Representative or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's Grantor’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the DebtorGrantor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's Grantor’s business and financial condition in accordance with GAAP consistently applied and cause the Company to submit to the Secured Party such periodic reports concerning regarding the Collateral and the Debtor's its business and financial condition as in accordance with the Secured Party may from time to time reasonably requestPurchase Agreement; (v) promptly promptly, after a Responsible Officer obtains actual knowledge thereof (and in any event within five Business Days), notify the Secured Party Holder Representative of any loss of or material damage to any Collateral or of any substantial adverse change, known to the Debtor, change in any Collateral or the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateralits payment; (vi) if the Secured Party Holder Representative at any time so requests in writing (whether the request is made before or after the occurrence and during the continuance of an Event of Default), promptly deliver to the Secured Party Holder Representative any instrument, document or chattel paper constituting CollateralCollateral in an amount in excess of $50,000, duly endorsed or assigned by the DebtorGrantor; (vii) at all times keep all tangible Collateral insured against risks of fire with insurers acceptable to the Holder Representative, in such amounts and on such terms (including so-called extended deductibles) as the Holder Representative in its sole discretion may require and including, as applicable and without limitation, business interruption insurance (including force majeure coverage), thefthazard coverage on an “all risks” basis for all tangible Collateral, collision (in case of and theft and physical damage coverage for Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to all insurance policies containing an appropriate lender’s interest endorsement or clause, and name the Secured Party to the extent of its interestHolder Representative as an additional insured; (viii) from time to time authorize or execute such financing statements as the Secured Party Holder Representative may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party Holder Representative on demand for all costs of collection of any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party Holder Representative in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings: provided that such incurrence is not a product of the Holder Representative’s gross negligence, bad faith or will misconduct; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party Holder Representative may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's Holder Representative’s rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or keptkept by any Subsidiary, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation ordinary wear and tear excepted, and will, from time to time, replace any worn, broken or defective parts thereof, although Debtor may discontinue the operation and maintenance of any properties if Debtor believes that such discontinuance is desirable to the conduct of its business and not disadvantageous in any material respect to Xxxxx Fargo; (ii) promptly pay or discharge when due all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest, although Debtor shall not be required to pay any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which proper reserves have been made; (iii) at all reasonable timesany time during ordinary business hours, permit the Secured Party, the Banks Xxxxx Fargo or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition in accordance with GAAP consistently applied and cause the Company to submit to the Secured Party such periodic reports concerning regarding the Collateral and the Debtor's its business and financial condition as in accordance with the Secured Party may from time to time reasonably requestCredit Agreement; (v) promptly promptly, after a Responsible Officer obtains actual knowledge thereof (and in any event within five Business Days), notify the Secured Party Xxxxx Fargo of any loss of or material damage to any Collateral or of any substantial adverse change, known to the Debtor, change in any Collateral or the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateralits payment; (vi) if the Secured Party Xxxxx Fargo at any time so requests in writing (whether the request is made before or after the occurrence and during the continuance of an Event of Default), promptly deliver to the Secured Party Xxxxx Fargo any instrument, document or chattel paper constituting CollateralCollateral in an amount in excess of $50,000, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire with insurers acceptable to Xxxxx Fargo, in such amounts and on such terms (including so-called extended deductibles) as Xxxxx Fargo in its sole discretion may require and including, as applicable and without limitation, business interruption insurance (including force majeure coverage), thefthazard coverage on an “all risks” basis for all tangible Collateral, collision (in case of and theft and physical damage coverage for Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interestall insurance policies containing an appropriate lender’s interest endorsement or clause, and name Xxxxx Fargo as an additional insured; (viii) from time to time authorize or execute such financing statements as the Secured Party Xxxxx Fargo may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party Xxxxx Fargo on demand for all costs of collection of any of the Obligations Indebtedness and all other out- of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party Xxxxx Fargo in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the ObligationsIndebtedness, including expenses incurred in any litigation or bankruptcy or insolvency proceedings: provided that such incurrence is not a product of Xxxxx Fargo’s gross negligence, bad faith or will misconduct; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party Xxxxx Fargo may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's Xxxxx Fargo’s rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or keptkept by any Subsidiary, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes (other than income taxes on the income of Agent or any of the Lenders) and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest, except if contested in accordance with Section 9.1 of the Loan Agreement; (iii) at all reasonable times, permit the Secured Party, the Banks Agent or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and, upon the occurrence and during the continuance of an Event of Default, to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party Agent such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party Agent may from time to time reasonably request; (v) promptly notify the Secured Party Agent of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any material sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party Agent at any time so requests (whether the request is made before or after the occurrence and during the continuance of an Event of Default), promptly deliver to the Secured Party Agent any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (as provided in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interestLoan Agreement; (viii) from time to time execute such financing statements as the Secured Party Agent may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party Agent on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party Agent in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party Agent may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured PartyAgent's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any material adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as are customary and usual for the business of the Debtor, consistent with past practice of Debtor, with any such policies listing the Secured Party may reasonably requestas an additional insured; provided, with any loss payable however, that Debtor shall not be required to the Secured Party to the extent of its interestmaintain insurance against flood or earth movement; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (xvii) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xiviii) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (viii) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viiiiii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ixiv) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- reasonable out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (xv) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xivi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor Corporate Guarantor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the DebtorCorporate Guarantor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the DebtorCorporate Guarantor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the DebtorCorporate Guarantor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the DebtorCorporate Guarantor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the DebtorCorporate Guarantor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the DebtorCorporate Guarantor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) comply with (A) all laws applicable to the Debtor and to the operation of its business (including, without limitation, any statute, rule or regulation relating to employment practices and employee benefits and to environmental, occupational and health standards and controls) and (B) all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws, securities laws and ERISA and the rules and regulations thereunder) except where failure to comply would not have a material adverse effect on the Debtor; (iii) file, on a timely basis, all reports, schedules, forms, statements and other documents that are required to be filed with the Securities and Exchange Commission; (iv) deliver to the Secured Party, promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Debtor, and copies of all annual, regular, periodic and special reports and registration statements which the Debtor may file or be required to file with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission), including, but not limited to, Form 10-Q, Form 10-K, Form 8-K and any registration statements or amendments; (v) deliver to the Secured Party on the same day as the release thereof, facsimile copies of all press releases issued by the Debtor; (vi) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iiivii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (ivviii) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's ’s business and financial condition as the Secured Party may from time to time reasonably request; (vix) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vix) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (viixi) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viiixii) from time to time authorize or execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ixxiii) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (xxiv) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's ’s rights under this Agreement; (xv) not, without the prior written consent of the Secured Party, declare or pay any dividends (other than dividends payable solely in stock of Debtor) on any class of its stock or make any payment on account of the purchase, redemption or other retirement of any shares of such stock or other securities issued by the Debtor or any indebtedness or liability of the Debtor evidenced by or related to notes, bonds, debentures or similar obligations, including the agreements, instruments and documents evidencing the Secured Subordinated Debt, or make any distribution in respect thereof, either directly or indirectly; provided, however, that so long as no Event of Default (as defined in the Credit Agreement) has occurred and is continuing or will occur as a result of or immediately following any such payment, the Debtor may pay (a) each scheduled payment (but not prepayment) of interest under the Secured Subordinated Debt in an amount equal to such scheduled payment and (b) up to $1,300,000 in the aggregate in fees and penalties (but in no event for the payment of any amounts related to redemption) due and payable to the holders of the Secured Subordinated Debt, the holders of the Debtor’s Series A Preferred Stock and the holders of the Debtor’s common stock pursuant to the Registration Rights Agreements, the Debtor’s Senior Secured Convertible Notes, each dated as of March ___, 2006, payable to the order of the holders of the Secured Subordinated Debt, in the original aggregate principal amount of $30,000,000 and the Note Securities Purchase Agreement by and among Global and the holders of the Secured Subordinated Debt, so long as Global has delivered to the Secured Party prior written notice at least five Business Days prior to the date on which such payment is due that such fees or penalties will be due and payable; and (xixvi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation ordinary wear and tear excepted, and will, from time to time, replace any worn, broken or defective parts thereof;, although Debtor may discontinue the operation and maintenance of any properties if Debtor believes that such discontinuance is desirable to the conduct of its business and not disadvantageous in any material respect to Xxxxx Fargo; Security Agreement for Physicians Formula Cosmetics, Inc. WFBC/Physicians Formula (ii) promptly pay or discharge when due all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest, although Debtor shall not be required to pay any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which proper reserves have been made; (iii) at all reasonable timesany time during ordinary business hours, permit the Secured Party, the Banks Xxxxx Fargo or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition in accordance with GAAP consistently applied and cause the Company to submit to the Secured Party such periodic reports concerning regarding the Collateral and the Debtor's its business and financial condition as in accordance with the Secured Party may from time to time reasonably requestCredit Agreement; (v) promptly promptly, after a Responsible Officer obtains actual knowledge thereof (and in any event within five Business Days), notify the Secured Party Xxxxx Fargo of any loss of or material damage to any Collateral or of any substantial adverse change, known to the Debtor, change in any Collateral or the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateralits payment; (vi) if the Secured Party Xxxxx Fargo at any time so requests in writing (whether the request is made before or after the occurrence and during the continuance of an Event of Default), promptly deliver to the Secured Party Xxxxx Fargo any instrument, document or chattel paper constituting CollateralCollateral in an amount in excess of $50,000, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire with insurers acceptable to Xxxxx Fargo, in such amounts and on such terms (including so-called extended deductibles) as Xxxxx Fargo in its sole discretion may require and including, as applicable and without limitation, business interruption insurance (including force majeure coverage), thefthazard coverage on an “all risks” basis for all tangible Collateral, collision (in case of and theft and physical damage coverage for Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interestall insurance policies containing an appropriate lender’s interest endorsement or clause, and name Xxxxx Fargo as an additional insured; (viii) from time to time authorize or execute such financing statements as the Secured Party Xxxxx Fargo may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title;; Security Agreement for Physicians Formula Cosmetics, Inc. WFBC/Physicians Formula (ix) pay when due or reimburse the Secured Party Xxxxx Fargo on demand for all costs of collection of any of the Obligations Indebtedness and all other out- of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party Xxxxx Fargo in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the ObligationsIndebtedness, including expenses incurred in any litigation or bankruptcy or insolvency proceedings: provided that such incurrence is not a product of Xxxxx Fargo’s gross negligence, bad faith or will misconduct; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party Xxxxx Fargo may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's Xxxxx Fargo’s rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or keptkept by any Subsidiary, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time execute authorize such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interest; Party; (viii) from time to time execute authorize such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (ia) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (iib) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iiic) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (ivd) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's ’s business and financial condition as the Secured Party may from time to time reasonably request; (ve) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vif) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (viig) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viiii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ixj) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (xk) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's ’s rights under this Agreement; and; (xil) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance; (m) not sell, convey or otherwise dispose of any shares of the Escrowed Shares or any interest therein, nor will Debtor create incur or permit to exist any Lien whatsoever with respect to any of the Escrowed Shares; (n) not consent to or approve the issuance of any additional shares of any class of Debtor’s capital stock, except as may be required by any agreements currently in effect as of the date hereof; and (o) not amend its Certificate of Incorporation or Bylaws without the express written consent of the Secured Party.

Miscellaneous Covenants. The Each Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iiiii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the each Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the DebtorDebtors; (iviii) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's its business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's its business and financial condition as the Secured Party may from time to time reasonably request; (viv) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the any Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (viiv) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ixvi) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (xvii) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's ’s rights under this AgreementAgreement or any other Facility Document; and (xiviii) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks or their representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their his representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's ’s business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any material loss of or material damage to any Collateral or of Collateral, any material adverse change, change known to the Debtor, in Debtor pertaining to the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting the Collateral, or any material adverse change known to the Debtor pertaining to Debtor’s ownership of the Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence and during the continuation of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting the Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of the Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time execute and deliver, as applicable, such financing statements documents and agreements as the Secured Party may reasonably require in order to perfect the Security Interest (including, without limitation, any filings with the United States Patent and Trademark Office, Copyright or other Intellectual Property filings and any filings of financing or continuation statements under the UCC) in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the Security Interest or to enable the Secured Party to obtain the full benefits of this Agreement, or to enable the Secured Party to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral and, if any Collateral consists of a motor vehiclevehicle or any other titled property, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including including, in each case case, all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement Agreement, or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.;

Miscellaneous Covenants. The Debtor Borrower will: (i) keep all tangible Collateral in good repair, working order and condition, normal wear and tear and depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's Borrower’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with to account debtors and other obligors requests for verifications of amounts owed to the DebtorBorrower; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's Borrower’s business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's Borrower’s business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the DebtorBorrower, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of DefaultDefault and only so long as such Event of Default continues), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the DebtorBorrower, including, but not limited to the assignments to all of the assignable licenses, permits, registrations and other authorizations or notifications required to own and operate the mine as set forth and required in the Mortgage; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time authorize or execute such financing statements or other instruments as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all reasonable out-of-pocket costs of collection of any of the Obligations Indebtedness and all other out- reasonable out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the ObligationsIndebtedness, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's ’s rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest, except any tax or assessment whose amount, applicability or validity is being contested in good faith by appropriate proceedings; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor willBorrower will or will cause Imperial to: (i) keep furnish to Secured Party prompt written notice of any change (1) in any trade name used to identify such Grantor in the conduct of its business or in the ownership of its properties, (2) in the location of such Grantor’s chief executive office, its principal place of business, any office in which it maintains books or records relating to this Note and the Collateral, (3) in such Grantor’s identity or corporate structure, (4) in such Grantor’s Federal Taxpayer Identification Number or (5) in such Grantor’s jurisdiction of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all tangible Collateral filings have been made under the UCC or otherwise that are required in good repair, working order and condition, normal depreciation excepted, and will, from time for Secured Party to time, replace any worn, broken or defective parts thereof;continue at all times following such change to have a perfected security interest in the Collateral. (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against notify Secured Party if its rights in any Collateral or upon or against the creation, perfection or continuance of the Security Interestare impaired in any material respect; (iii) at all reasonable timestimes and upon receipt of at least five (5) business days’ prior notice, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's Grantors’ books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the DebtorCollateral; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably requestCollateral; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default)requests, promptly deliver to the Lender any instrument or document constituting Collateral not previously delivered to Secured Party any instrument, document or chattel paper constituting CollateralParty, duly endorsed or assigned by the DebtorGrantors; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viiivi) from time to time execute such financing statements and other documents as the Secured Party Lender may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of titleLien and security interest granted hereunder; (ixvii) pay when due if either Grantor obtains any knowledge of any insolvency or reimburse bankruptcy proceeding of any type instituted by or with respect to the issuer of the Insurance Policy, promptly notify Secured Party on demand for all costs of collection of any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedingssame; (xviii) execute, deliver not exercise any right or endorse take any and all instruments, documents, assignments, security agreements and other agreements and writings which action with respect to the Secured Party may at any time reasonably request in order to secure, protect, perfect Collateral that would dilute or enforce the Security Interest and the adversely affect Secured Party's ’s rights under this Agreement; and (xi) not use in the Collateral or keep impose any Collateralrestriction upon the sale, transfer or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinancedisposition thereof.

Miscellaneous Covenants. The Debtor NMLP will: (i1) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii2) promptly pay all taxes (other than income taxes on the income of Agent or any of the Lenders) and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest, except if contested in accordance with Section 9.1 of the Loan Agreement; (iii3) at all reasonable times, permit the Secured Party, the Banks Agent or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the DebtorNMLP's books and records pertaining to the Collateral and its business and financial condition and, upon the occurrence and during the continuance of an Event of Default, to send and discuss with account debtors Account Debtors and other obligors requests for verifications of amounts owed to the DebtorNMLP; (iv4) keep accurate and complete records pertaining to the Collateral and pertaining to the DebtorNMLP's business and financial condition and submit to the Secured Party Agent such periodic reports concerning the Collateral and the DebtorNMLP's business and financial condition as the Secured Party Agent may from time to time reasonably request; (v5) promptly notify the Secured Party Agent of any loss of or material damage to any Collateral or of any adverse change, known to the DebtorNMLP, in the prospect of payment of any material sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi6) if the Secured Party Agent at any time so requests (whether the request is made before or after the occurrence and during the continuance of an Event of Default), promptly deliver to the Secured Party Agent any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the DebtorNMLP; (vii7) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (as provided in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interestLoan Agreement; (viii) 8) from time to time execute such financing statements as the Secured Party Agent may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix9) pay when due or reimburse the Secured Party Agent on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party Agent in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the NMLP Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x10) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party Agent may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured PartyAgent's rights under this Agreement; and (xi11) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor Guarantor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation repair and order, ordinary wear and tear excepted, and will, from time shall make all required repairs to time, replace any worn, broken or defective parts thereofthe Equipment and replacements thereof in a manner that Guarantor reasonably believes will cause the operating efficiency and the value thereof to be preserved and maintained in all material respects; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection DOCPROPERTY Doc_ID \* MERGEFORMAT 10286025 or continuance of the Security Interest; provided, that Guarantor shall have the right to contest the payment of such taxes in good faith by appropriate proceedings, pursuant to the conditions set forth in Section 10.08 of the Credit Agreement; (iii) permit Lender, or any Persons designated by it, upon reasonable advance notice to Guarantor if no Default Period then exists, to call at all Guarantor’s places of business at any reasonable times, permit the Secured Partyand, the Banks without hindrance or their representatives delay, to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business to inspect, audit, check and financial condition make extracts from Guarantor’s books, records, journals, orders, receipts and to send and discuss with account debtors any correspondence and other obligors requests for verifications data relating to Guarantor’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Guarantor’s business as Lender may consider reasonable under the circumstances. Guarantor shall furnish to Lender such information relevant to Lender’s rights under the Loan Documents as Lender shall at any time and from time to time reasonably request. Lender, through its officers, employees or agents shall have the right, at any time and from time to time, in Lender’s name, to verify the validity, amount or any other matter relating to any of amounts owed Guarantor’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise, provided that prior to the Debtoroccurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in Guarantor’s name; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's Guarantor’s business and financial condition and submit to the Secured Party Lender such periodic reports concerning the Collateral and the Debtor's Guarantor’s business and financial condition as the Secured Party Lender may from time to time reasonably request; (v) promptly notify the Secured Party Lender of any loss of or material damage to any Collateral or of any adverse change, known to the DebtorGuarantor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party Lender at any time so requests (whether the request is made before or after the occurrence and during the continuance of an Event of Default), promptly deliver to the Secured Party Lender any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the DebtorGuarantor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party Lender may reasonably request, with any and all policies of such insurance shall contain a lender’s loss payable to endorsement for the Secured Party to the extent of its interestLender’s benefit or an endorsement showing Lender as additional insured; (viii) from time to time authorize or execute such financing statements as the Secured Party Lender may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title;; DOCPROPERTY Doc_ID \* MERGEFORMAT 10286025 (ix) pay when due or reimburse the Secured Party Lender on demand for all costs of collection of any of the Obligations and all other out- of-pocket reasonable and documented costs and expenses (including in each case all reasonable attorneys' fees’ fees for outside counsel) incurred by the Secured Party Lender in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party Lender may at any time reasonably request in order to secure, protect, protect or perfect or enforce the Security Interest and the Secured Party's Lender’s rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks or their Collateral Agent and all representatives and agents appointed by Collateral Agent to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (viii) if the Secured Party Collateral Agent at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to Collateral Agent, for the benefit of the Secured Party Parties, any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viiiiii) from time to time execute such financing statements as Collateral Agent, for the benefit of the Secured Party Parties, may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ixiv) pay when due or reimburse the Secured Party Collateral Agent on demand for all costs of collection of any of the Obligations and all other out- reasonable out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party Collateral Agent in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (xv) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Collateral Agent, on behalf of the Secured Party Parties, may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured PartyCollateral Agent's rights under this Agreement; and (xivi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinanceapplicable Law.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's ’s business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any material sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time authorize or execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations Indebtedness and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the ObligationsIndebtedness, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's ’s rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) comply with (A) all laws applicable to the Debtor and to the operation of its business (including, without limitation, any statute, rule or regulation relating to employment practices and employee benefits and to environmental, occupational and health standards and controls) and (B) all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws, securities laws and ERISA and the rules and regulations thereunder) except where failure to comply would not have a material adverse effect on the Debtor; (iii) file, on a timely basis, all reports, schedules, forms, statements and other documents that are required to be filed with the Securities and Exchange Commission; (iv) deliver to the Secured Party, promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Debtor, and copies of all annual, regular, periodic and special reports and registration statements which the Debtor may file or be required to file with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission), including, but not limited to, Form 10-Q, Form 10-K, Form 8-K and any registration statements or amendments; (v) deliver to the Secured Party on the same day as the release thereof, facsimile copies of all press releases issued by the Debtor; (vi) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iiivii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (ivviii) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's ’s business and financial condition as the Secured Party may from time to time reasonably request; (vix) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vix) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (viixi) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viiixii) from time to time authorize or execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ixxiii) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (xxiv) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's ’s rights under this Agreement; (xv) not, without the prior written consent of the Secured Party, declare or pay any dividends (other than dividends payable solely in stock of Debtor) on any class of its stock or make any payment on account of the purchase, redemption or other retirement of any shares of such stock or other securities issued by the Debtor or any indebtedness or liability of the Debtor evidenced by or related to notes, bonds, debentures or similar obligations, including the agreements, instruments and documents evidencing the Secured Subordinated Debt, or make any distribution in respect thereof, either directly or indirectly; provided, however, that so long as no Event of Default (as defined in the Credit Agreement) has occurred and is continuing or will occur as a result of or immediately following any such payment, the Debtor may pay (a) each scheduled payment (but not prepayment) of interest under the Secured Subordinated Debt in an amount equal to such scheduled payment and (b) up to $1,300,000 in the aggregate in fees and penalties (but in no event for the payment of any amounts related to redemption) due and payable to the holders of the Secured Subordinated Debt, the holders of the Debtor’s Series A Preferred Stock and the holders of the Debtor’s common stock pursuant to the Registration Rights Agreements, the Debtor’s Senior Secured Convertible Notes, each dated as of March 31, 2006, payable to the order of the holders of the Secured Subordinated Debt, in the original aggregate principal amount of $30,000,000 and the Note Securities Purchase Agreement by and among Global and the holders of the Secured Subordinated Debt, so long as Global has delivered to the Secured Party prior written notice at least five Business Days prior to the date on which such payment is due that such fees or penalties will be due and payable; and (xixvi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor Corporate Guarantor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the DebtorCorporate Guarantor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the DebtorCorporate Guarantor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the DebtorCorporate Guarantor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the DebtorCorporate Guarantor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the DebtorCorporate Guarantor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the DebtorCorporate Guarantor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable timestimes during ordinary business hours, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time authorize or execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep Keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof;. (ii) promptly Promptly pay all taxes and other governmental charges Taxes levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest;, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which the Debtor has set aside on its books adequate reserves in accordance with GAAP or (ii) which could not, individually or in the aggregate, have a material adverse effect. (iii) at At all reasonable times, permit the Secured PartyParties, or the Banks or their representatives of the Secured Parties, to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's ’ books and records pertaining to the Collateral and its their business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor;. (iv) keep Keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's ’s business and financial condition and submit to the Secured Party Parties such periodic reports concerning the Collateral and the Debtor's ’s business and financial condition as the Secured Party Parties may from time to time reasonably request;. (v) promptly Promptly notify the Secured Party Parties of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral;Receivable. (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at At all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party Parties may reasonably request, with any loss payable to the Secured Party Parties to the extent of its interest;. (viiivii) from time Not permit any tangible Collateral to time execute be located in any jurisdiction in which a financing statement covering such financing statements as the Secured Party may reasonably require Collateral is required to be, but has not in fact been, filed in order to perfect the Security Interest andor in which any other action is required to be, if but has not in fact been, taken in order to perfect the Security Interest. (viii) If any Collateral consists of a motor vehicle, at the request of the Secured Parties, execute such documents as may be required to have the Security Interest properly noted on a certificate of title;title and, if Collateral consists of investment property, execute any control or transfer agreement which Secured Parties may reasonably require to obtain control over such investment property. (ix) pay Pay when due or reimburse the Secured Party Parties on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party Parties in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings;. (x) executeExecute, deliver or endorse any and all instruments, documents, assignments, security agreements, control agreements and other agreements and writings which (including but not limited to copyright, patent and trademark security agreements) that the Secured Party Parties may at any time reasonably request in order to secure, continue, protect, perfect or enforce the Security Interest and the Secured Party's Parties’ rights under this Agreement; and. (xi) not Not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance. (xii) Not amend or terminate any financing statement naming the Secured Parties (on behalf of the Secured Parties) as secured party except upon written prior authorization of the Secured Parties.

Miscellaneous Covenants. The Debtor Borrower will: (i) keep all tangible Collateral in good repair, working order and condition, normal wear and tear and depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly file all income tax returns and all other material tax returns which are required to be filed by it with Governmental Authorities, and will pay all taxes and other material taxes, assessments, claims, governmental charges levied or assessed upon levies imposed on it or against its properties by any Collateral or upon or against the creationGovernmental Authority, perfection or continuance of the Security Interestexcept for taxes contested in good faith as to which adequate reserves have been provided in accordance with GAAP; (iii) at all reasonable times, permit the Secured Party, the Banks or their representatives of Lender to examine or visit and inspect any Collateral, wherever located, of its properties and to examine, inspect examine and copy the Debtor's make abstracts from any of its books and records pertaining at any reasonable time and as often as may reasonably be desired and to discuss the Collateral and its business business, operations, properties and financial condition and to send and discuss with account debtors and other obligors requests for verifications condition of amounts owed to the DebtorBorrower with officers and employees of Borrower during regular business hours and with its independent certified public accountants; provided that so long as no Default or Event of Default has occurred, any visits or inspections in excess of once per Quarter shall be at Lender’s expense; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's Borrower’s business and financial condition and submit to the Secured Party Lender such periodic reports concerning the Collateral and the Debtor's Borrower’s business and financial condition as the Secured Party Lender may from time to time reasonably request; (v) promptly notify the Secured Party Lender of any loss of or material damage to any Collateral or of any adverse change, known to the DebtorBorrower, in the prospect of payment of any material sums due on or under any instrumentInstrument, chattel paperChattel Paper, or account Account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party Lender any instrumentInstrument, document Document or chattel paper Chattel Paper constituting Collateral, duly endorsed or assigned by the DebtorBorrower; (vii) at all times keep maintain with financially sound and reputable companies, insurance policies (i) insuring all tangible Collateral insured against risks of fire (including so-called extended coverage)loss by fire, theftexplosion, collision (in case of Collateral consisting of motor vehicles) theft and such other risks casualties as may be reasonably satisfactory to Lender and (ii) insuring Borrower and Lender against liability for personal injury and property damage relating to such tangible Collateral, such policies to be in such form and amounts and having such coverage as the Secured Party may be reasonably requestsatisfactory to Lender, with any loss losses payable to the Secured Party Borrower and Lender as their respective interests may appear. All such insurance shall (i) contain a breach of warranty clause in favor of Lender, (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by Lender of written notice thereof, (iii) name Lender as an insured and (iv) be reasonably satisfactory in all other respects to the extent of its interest;Lender. (viii) from time to time execute such financing statements as the Secured Party Lender may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicleVehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due pay, discharge or reimburse otherwise satisfy at or before maturity, or before they become delinquent, as the Secured Party on demand for case may be, all costs payment obligations of collection of whatever nature under any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Contractual Obligations, including expenses incurred except where the amount or validity thereof is currently being contested in any litigation good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of Borrower or bankruptcy its Subsidiaries, as the case may be, or insolvency proceedingswhere the failure to satisfy such payment obligations could not reasonably be expected to have a Material Adverse Effect; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings writings, at the sole expense of Borrower, which the Secured Party Lender may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's Lender’s rights under this Agreement; and; (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any material federal, state or local law, statute or ordinance; (xii) Other than in the ordinary course of business as generally conducted by Borrower over a period of time, Borrower will not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon; and (xiii) not exercise any right or take any action with respect to the Collateral that would materially, adversely affect Lender’s rights in the Collateral, or impose any restrictions upon the sale, transfer or disposition thereof, other than in the ordinary course of Borrower’s business.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation and wear and tear excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral[reserved]; (vi) if the Secured Party at any time in its Good Faith discretion so requests (whether the request is made before or after the occurrence of an Event of Default)requests, promptly deliver to the Secured Party any instrumentInstrument, document Document or chattel paper Chattel Paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time execute such financing statements other documents as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.. Ameri100 - Security Agreement (Guarantor) – EXECUTION VERSION 4

Miscellaneous Covenants. The Debtor Borrower will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes (other than income taxes on the income of Collateral Agent) and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Collateral Agent or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's Borrower’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the DebtorBorrower; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's Borrower’s business and financial condition and submit to the Secured Party Collateral Agent such periodic reports concerning the Collateral and the Debtor's Borrower’s business and financial condition as the Secured Party Collateral Agent may from time to time reasonably request; (v) promptly notify the Secured Party Collateral Agent of any loss of or material damage to any Collateral or of any adverse change, known to the DebtorBorrower, in the prospect of payment of any material sums due on or under any instrumentInstrument, chattel paperChattel Paper, or account Account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party Collateral Agent any instrumentInstrument, document Document or chattel paper Chattel Paper constituting Collateral, duly endorsed or assigned by the DebtorBorrower; (vii) at all times keep maintain with financially sound and reputable companies, insurance policies (i) insuring all tangible Collateral insured against risks of fire (including so-called extended coverage)loss by fire, theftexplosion, collision (in case of Collateral consisting of motor vehicles) theft and such other risks casualties as may be reasonably satisfactory to Collateral Agent and (ii) insuring Borrower and Collateral Agent against liability for personal injury and property damage relating to such tangible Collateral, such policies to be in such form and amounts and having such coverage as the Secured Party may be reasonably requestsatisfactory to Collateral Agent, with any loss losses payable to the Secured Party Borrower and Collateral Agent as their respective interests may appear. All such insurance shall (i) contain a breach of warranty clause in favor of Collateral Agent, (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by Collateral Agent of written notice thereof, (iii) name Collateral Agent as an insured and (iv) be reasonably satisfactory in all other respects to the extent of its interest;Collateral Agent. (viii) from time to time execute such financing statements as the Secured Party Collateral Agent may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicleVehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party Collateral Agent on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party Collateral Agent in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings writings, at the sole expense of Borrower, which the Secured Party Collateral Agent may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's Collateral Agent’s rights under this Agreement; and; (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance; (xii) Other than in the ordinary course of business as generally conducted by Borrower over a period of time, Borrower will not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon; and (xiii) not exercise any right or take any action with respect to the Collateral that would dilute or adversely affect Collateral Agent’s rights in the Collateral or impose any restrictions upon the sale, transfer or disposition thereof.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes (provided, that the Borrowers shall not be required to pay any tax to the extent the amount, applicability or validity is being contested in good faith by appropriate proceedings and for which proper reserves have been made) and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable timestimes and upon reasonable notice, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any material adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time authorize or execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations Indebtedness and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the ObligationsIndebtedness, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title;Interest (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor Borrower will: (i) keep all tangible Collateral in good repair, working order and condition, normal wear and tear and depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's Borrower’s books and records pertaining to the Collateral and its business and financial condition and to send and discuss with to account debtors and other obligors requests for verifications of amounts owed to the DebtorBorrower; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's Borrower’s business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's Borrower’s business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the DebtorBorrower, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of DefaultDefault and only so long as such Event of Default continues), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the DebtorBorrower; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time authorize or execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all reasonable out-of-pocket costs of collection of any of the Obligations Indebtedness and all other out- reasonable out-of-pocket expenses (including in each case all reasonable attorneys' ’ fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the ObligationsIndebtedness, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's ’s rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks Party or their its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any such policies containing a lender loss payable endorsement acceptable to the Secured Party to the extent of its interestParty; (viii) from time to time authorize or execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) authorize, execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

Miscellaneous Covenants. The Debtor will: (i) keep Keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof;. (ii) promptly Promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest;. (iii) at At all reasonable times, permit the Secured PartyParty or any Bank, or the Banks representatives of the Secured Party or their representatives any Bank, to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor;. (iv) keep Keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party and the Banks such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party or any Bank may from time to time reasonably request;. (v) promptly Promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral;. (vi) if If the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor;. (vii) at At all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest;. (viii) from From time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title;, and, if Collateral consists of investment property, execute any control or transfer agreement which Secured Party may reasonably require to obtain control over such investment property. (ix) pay Pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- out-of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings;. (x) executeExecute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and. (xi) not Not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.