Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents, warrants and covenants as follows: (a) The Collateral is and will continue to be used primarily for business purposes. (b) Debtor is or, to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance, and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein (c) No financing statement covering any Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement. At the request of Secured Party, Debtor will join with Secured Party in executing one or more (i) financing statements pursuant to the Uniform Commercial Code, (ii) title certificate lien application forms, and (iii) other documents necessary or advisable to perfect the security interests granted hereby, all in form satisfactory to Secured Party, and Debtor will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. A carbon, photographic, or other reproduction of this Agreement or a financing statement is sufficient as a financing statement. (d) Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral or for its use or operation. (e) Debtor will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral. (f) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, and in good order and repair. (g) Debtor will not sell, lease or transfer any of the Collateral or any interest therein (except in the ordinary course of business), without the prior written consent of Secured Party. (h) Debtor will not, without the prior written consent of Secured Party, or as permitted by the Master Lease, change the name of Debtor, the chief executive office of Debtor, the office where Debtor maintains its books and records pertaining to the Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of Debtor, the location where Debtor maintains its books and records and the location of the Collateral is the address of Debtor set forth above. (i) Upon reasonable notice Debtor shall permit Secured Party and its agents to inspect any or all of the Collateral at all reasonable times and shall promptly deliver to Secured Party and its agents such information with respect to the Collateral as Secured Party may reasonably request from time to time. The Secured Party may in its own name or in the names of others, communicate with account debtors in order to verify with them, to Secured Party’s satisfaction, the existence, amount and terms of any accounts. (j) Debtor will have and maintain insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage), business interruption and such other risks as Secured Party may require, containing such terms, in such form, for such periods and written by such companies as may be acceptable to Secured Party, such insurance to be payable to Secured Party and to provide for at least twenty (20) days’ prior written cancellation notice to Secured Party. Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. (k) Neither the execution of this Agreement nor the granting of the security interest in the Collateral as provided for herein is prohibited by or violates the terms of any agreement, undertaking, order or decree to which Debtor or the Collateral is subject to or bound by. (l) The individual executing this Agreement on behalf of Debtor is duly authorized to do so without the need to obtain any additional authorization or consent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. As an inducement to Secured Party to make the loans, advances and extensions of credit to Debtor which are secured hereby, Debtor hereby represents, warrants and covenants to Secured Party as follows: (a) Debtor now owns the Collateral, free and clear of any and all liens, claims, charges, security interests, and other encumbrances of every type, kind or nature. The security interest granted to Secured Party shall be first priority. Debtor will defend the Collateral is and will continue to be used primarily for business purposes.Secured Party’s security interest in the same against any and all claims and demands of any person or persons who at any time claim any ownership or other interest therein; (b) Debtor is or, authorizes Secured Party to file all such Uniform Commercial Code Financing Statements as Secured Party may require to perfect Secured Party’s security interest in the extent that certain Collateral and protect the same against the claims of third parties. No other financing statement has been filed or recorded which includes the Collateral or the proceeds of the Collateral is to be acquired after Collateral, in whole or in part, within its collateral description; (c) During the date hereofterm of this Agreement, Debtor will benot grant or suffer the existence of any other lien, the owner of the Collateral free from any adverse lienclaim, charge, security interest or encumbranceother encumbrance of any type, and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein (c) No financing statement covering any Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement. At the request of Secured Party, Debtor will join kind or nature with Secured Party in executing one or more (i) financing statements pursuant respect to the Uniform Commercial Code, (ii) title certificate lien application forms, and (iii) other documents necessary or advisable to perfect the security interests granted hereby, all in form satisfactory to Secured Party, and Debtor will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. A carbon, photographic, or other reproduction of this Agreement or a financing statement is sufficient as a financing statement. (d) Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral or for its use or operation. (e) Debtor will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral. (f) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, and in good order and repair. (g) Debtor will not sell, lease or transfer any of the Collateral or any interest therein (except in the ordinary course of business), without the prior written consent of Secured Party. (h) Debtor will not, without the prior written consent of Secured Party, or as permitted by the Master Lease, change the name of Debtor, the chief executive office of Debtor, the office where Debtor maintains its books and records pertaining to the Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of Debtor, the location where Debtor maintains its books and records and the location of the Collateral is the address of Debtor set forth above. (i) Upon reasonable notice Debtor shall permit Secured Party and its agents to inspect any or all of the Collateral will, at all reasonable times times, maintain good and shall promptly deliver to Secured Party and its agents such information merchantable title with respect to the same; (d) Debtor will cause the Collateral to be insured with companies who are acceptable to the Secured Party, which insurance policies: (i) shall have such coverage provisions, policy limits and exclusions as Secured Party may reasonably request from time to time. The shall require; (ii) shall name Secured Party as an additional insured and/or loss payee thereunder, as its interests may in its own name or in the names of others, communicate with account debtors in order to verify with them, appear; (iii) shall require at least thirty (30) days’ prior written notice to Secured Party’s satisfaction, the existence, amount and terms Party of any accounts. (j) intended cancellation, modification, termination or expiration of the policy or policies evidencing such insurance. Debtor will have deliver such certificates of insurance and maintain other evidence of insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage), business interruption and such other risks coverage as Secured Party may require, containing such terms, in such form, for such periods and written by such companies as may be acceptable to Secured Party, such insurance to be payable to Secured Party and to provide for at least twenty (20) days’ prior written cancellation notice to Secured Party. Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions.; (ke) Neither At all times during the execution term of this Agreement, and except as otherwise provided herein, Debtor: (i) shall keep and maintain the Collateral in good and usable condition, free and clear of any and all liens, claims, charges and security interests of every type, kind or nature; (ii) will promptly pay all taxes, assessments and other charges with respect to the Collateral; (iii) will not use the Collateral illegally or in violation of any Agreement nor the granting between Debtor and any third party; and (iv) will not transfer, convey, assign, sell or otherwise dispose of any portion of the security interest Collateral, except in the Collateral as provided for herein is prohibited by or violates the terms ordinary course of any agreement, undertaking, order or decree to which Debtor or the Collateral is subject to or bound byits business. (l) The individual executing this Agreement on behalf of Debtor is duly authorized to do so without the need to obtain any additional authorization or consent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents, warrants and covenants as follows: (a) The Debtor will give Secured Party sixty (60) days prior written notice of any change in (i) Debtor’s chief executive office (or, if Debtor has no place of business, Debtor’s residence), the location of the Collateral is and will continue or the location of the records described above; (ii) the ownership of Debtor’s business; (iii) the principals responsible for the management of Debtor’s business; (iv) Debtor’s corporate structure or identity; or (v) Debtor’s name or trade name, or prior to be used primarily for business purposescommencing to use an assumed name not set forth in this Agreement. (b) Debtor is or, to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance, and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein (c) No financing statement covering any Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement. At the request of Secured Party, Debtor will join with Secured Party in executing one or more (i) financing statements pursuant to the Uniform Commercial Code, (ii) title certificate lien application forms, and (iii) other documents necessary or advisable to perfect the security interests granted hereby, all in form satisfactory to Secured Party, and Debtor will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. A carbon, photographic, or other reproduction of this Agreement or a financing statement is sufficient as a financing statement. (d) Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral or for its use or operation. (e) Debtor will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral. (f) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, and in good order and repair. (g) Debtor will not sell, lease or transfer any of the Collateral or any interest therein (except in the ordinary course of business), without the prior written consent of Secured Party. (h) Debtor will not, without Without the prior written consent of Secured Party, Debtor will not move, sell, lease, permit any encumbrance on or otherwise dispose of the Collateral, other than its inventory in the ordinary course of its business. Debtor represents and warrants that Debtor is the sole owner of the Collateral, free and clear of all liens, charges, interests, and encumbrances, other than in favor of Secured Party, that no other person or other entity has any interest in the Collateral whatsoever, and that Debtor will defend same against all adverse claims and demands. (c) Secured Party shall not be deemed to have waived any of its rights in any Collateral unless such waiver is in writing and signed by an authorized representative of Secured Party. No delay or omission by Secured Party in exercising any of Secured Party’s rights shall operate as permitted a waiver thereof or of any other rights. Secured Party shall have, in addition to all other rights and remedies provided by the Master Lease, change the name of Debtorthis Agreement or applicable law, the chief executive office rights and remedies of Debtora secured party under the Uniform Commercial Code. (d) Debtor will maintain the Collateral in good condition and repair and will pay promptly all taxes, the office where Debtor maintains its books levies, and records encumbrances and all repair, maintenance and preservation costs pertaining to the Collateral. If Debtor fails to make such payments, Secured Party shall have the option, but not the obligation, to pay the same and Debtor agrees to repay, with interest at the highest rate applicable to any indebtedness which this Agreement secures, all amounts so expended by Secured Party. Debtor will at any time and from time to time, upon request of Secured Party, give any representative of Secured Party access during normal business hours to inspect the Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of Debtor, the location where Debtor maintains its books and records thereof. (e) Debtor agrees to pay to Secured Party on demand all expenses, including reasonable attorney fees and expenses, incurred by Secured Party in protecting or enforcing its rights in the location Collateral or otherwise under this Agreement. After deducting all said expenses, the remainder of any proceeds of sale or other disposition of the Collateral is shall be applied to the address indebtedness due Secured Party in such order of Debtor set forth abovepreference as Secured Party shall determine. (if) Upon reasonable notice Debtor shall permit hereby agrees to faithfully preserve and protect Secured Party and its agents to inspect any or all of Party’s security interest in the Collateral at all reasonable times times, and shall promptly deliver further agrees to Secured Party execute and its agents deliver, from time to time, any and all further, or other, documents, instruments, continuation statements and perform or refrain from performing such information with respect to the Collateral acts, as Secured Party may reasonably request from time to time. The Secured Party may in its own name or in effect the names purposes of others, communicate with account debtors in order this Agreement and to verify with them, to Secured Party’s satisfaction, the existence, amount and terms of any accounts. (j) Debtor will have and maintain insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage), business interruption and such other risks as Secured Party may require, containing such terms, in such form, for such periods and written by such companies as may be acceptable to Secured Party, such insurance to be payable secure to Secured Party the benefits of all the rights, authorities and to provide for at least twenty (20) days’ prior written cancellation notice to Secured Party. Debtor shall furnish remedies conferred upon Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. (k) Neither the execution of this Agreement nor the granting of the security interest in the Collateral as provided for herein is prohibited by or violates the terms of any agreement, undertaking, order or decree to which Debtor or the Collateral is subject to or bound bythis Agreement. (l) The individual executing this Agreement on behalf of Debtor is duly authorized to do so without the need to obtain any additional authorization or consent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents, warrants warrants, covenants and covenants as followsagrees that: (a1) The Collateral is and will continue to be used primarily Except for business purposes. (b) the security interest granted hereby, Debtor is or, to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner and holder of all the Collateral free from any adverse claim, security interest, encumbrance, lien, charge or any other right, title or interest of any person other than the Secured Party; Debtor has full power and lawful authority to sell, transfer and assign the Collateral to Secured Party and to grant to Secured Party a first, prior and valid security interest therein as herein provided; the execution and delivery and the performance hereof are not in contravention of any indenture, agreement or encumbrance, undertaking to which Debtor is a party or by which Debtor (or its property) is bound; and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. Debtor hereby represents and warrants to Secured Party that the Collateral is not subject to any buy-sell agreements, irrevocable proxies or other restrictions, except as have been disclosed in writing to Secured Party prior to the time this Security Agreement is executed. (ca) No Debtor has not heretofore signed any financing statement covering or security agreement, other than a financing statement or security agreement in favor of the Secured Party, which covers any Collateral of the Collateral, and in which Debtor is named as or has signed as "debtor", and no such financing statement or security agreement, other than a financing statement or security interest in favor of the Secured Party, is now on file in any public office. (b) As long as any amount remains unpaid on any of the Obligations or as long as any credit from Secured Party to Debtor is in use by or available to Debtor, with respect to the Collateral (i) Debtor will not enter into or execute any security agreement or any financing statement other than the those security agreements and financing statements in favor of Secured Party hereunder, and further (ii) there will not be on file in any public office any financing statement or statements (or any documents or papers filed pursuant as such) other than financing statements in favor of Secured Party hereunder unless, in any case subject to this Security Agreementparagraph (b), the specific prior written consent and approval of Secured Party shall have been obtained. (c) Debtor authorizes Secured Party to file, in jurisdictions where this authorization will be given effect, a financing statement signed only by Secured Party covering the Collateral. At the request of Secured Party, Debtor will join with execute such documents as Secured Party in executing one may determine, from time to time, to be necessary or more (i) financing statements pursuant to desirable under provisions of the Uniform Commercial Code, as adopted and amended, in the State of Texas (iithe "UCC") title certificate lien application formsand other applicable law; without limiting the generality of the foregoing Debtor agrees to execute, and (iii) other documents necessary at Secured Party's request, one or advisable to perfect the security interests granted hereby, all more financing statements in form satisfactory to Secured Party, and Debtor will pay the cost of filing or recording the same same, or of filing or recording this Security Agreement in all public offices wherever at any time and from time to time, whenever filing or recording of any such financing statement or of this Security Agreement is deemed by Secured Party to be necessary or desirable. A carbonIn connection with the foregoing, photographicit is agreed and understood between the parties hereto (and Secured Party is hereby authorized to carry out and implement the following agreements and understandings and Debtor hereby agrees to pay the cost thereof) that Secured Party may, at any time or times, file as a financing statement any counterpart, copy or reproduction of this Security Agreement signed by Debtor if Secured Party shall elect so to file, and it is also agreed and understood that Secured Party may, if deemed necessary or desirable, file (or sign and file) as a financing statement any carbon copy of, or photographic or other reproduction of of, this Security Agreement or a of any financing statement is sufficient as a financing statementexecuted in connection with this Security Agreement. (d3) Debtor will promptly pay any and all taxes, assessments and governmental charges upon not sell or offer to sell or otherwise transfer or encumber the Collateral or for its use or operation. (e) Debtor will immediately notify any interest therein without the express prior written consent of Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral. (f) Party; and Debtor will keep the Collateral free from any adverse lien, security interest or interest, encumbrance, and in good order and repair. (g) Debtor will not sell, lease charge or transfer any of claim adverse to the Collateral or any interest therein (except in the ordinary course of business), without the prior written consent of Secured Party. (h4) All information supplied and statements made by Debtor will notin any financial, without the credit or accounting statement or application for credit made or delivered to Secured Party by or on behalf of Debtor prior written consent of Secured Partyto, contemporaneously with or as permitted by the Master Lease, change the name of Debtor, the chief executive office of Debtor, the office where Debtor maintains its books and records pertaining subsequent to the Collateral or the location execution of the Collateral. Unless otherwise specifiedthis Security Agreement are and shall be true, the chief executive office of Debtorcorrect, the location where Debtor maintains its books complete, valid and records and the location of the Collateral is the address of Debtor set forth abovegenuine. (i5) Upon reasonable notice Debtor shall permit Secured Party warrants and its agents to inspect any or all of the Collateral at all reasonable times and shall promptly deliver represents to Secured Party that the value of the consideration received and to be received, directly or indirectly, by Debtor as a result of the credit or other financial accommodations granted and extended by Secured Party is fair consideration to Debtor and reasonably worth at least as much as the Obligations, and that the financial accommodations granted and extended by Secured Party have benefitted and may reasonably be expected to benefit Debtor directly or indirectly, or both. (6) No part of the proceeds of any extension of credit under the Consolidated Note will be used to purchase or carry any margin stock or to extend credit to any person for the purpose of purchasing or carrying any such margin stock. Neither Debtor nor any person acting on its agents behalf with the consent of Debtor has taken or will take action which might cause this Security Agreement or the Consolidated Note to violate Regulation G, or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. Debtor shall execute concurrently herewith a true, complete and correct Federal Reserve Form G-3, and from time to time hereafter Debtor shall execute upon the request of the Secured Party such information with respect to other forms, stock powers and other documents as the Collateral as Secured Party may reasonably request from time to time. The Secured Party may in its own name or in the names of others, communicate with account debtors in order to verify with them, to Secured Party’s satisfaction, the existence, amount and terms of any accountsconnection herewith. (j7) The right of Secured Party to take possession or control of the Collateral upon the happening of any of the events or conditions constituting a default may be exercised without resort to any court proceeding or judicial process whatever and without any hearing whatever thereon; and, in this connection, DEBTOR EXPRESSLY WAIVES ANY CONSTITUTIONAL RIGHTS OF DEBTOR WITH REGARD TO NOTICE. ANY JUDICIAL PROCESS OR HEARING PRIOR TO THE EXERCISE OF THE RIGHT OF SECURED PARTY TO TAKE POSSESSION OR CONTROL OF THE COLLATERAL UPON THE HAPPENING OF ANY OF THE EVENTS OR CONDITIONS CONSTITUTING A DEFAULT. (8) If after execution of this Agreement, Debtor acquires (directly or indirectly, beneficially or of record) an interest in any assets, rights or property which come within the description of the Collateral in Section I hereof and which, by its nature, is not of a type in which the security interest granted herein will be automatically perfected upon Debtor's acquisition thereof, then (i) Debtor will have shall immediately notify Secured Party in writing of such event, and maintain insurance at all times (ii) Debtor shall execute and deliver to Secured Party such additional instruments and take such additional action with respect to the Collateral against risks of fire (including so-called extended coverage), business interruption and such other risks property as Secured Party may requireshall request in its sole discretion so that Secured Party shall have a first prior perfected lien, containing such terms, pledge and/or security interest in such formproperty. Without limiting the generality of the foregoing: (a) if Debtor acquires any securities or other investment property, for such periods and Debtor shall immediately deliver the originals of all certificates or other written by such companies as may be acceptable evidence thereof to Secured Party, such insurance to be payable together with one or more stock powers or equivalent instruments and additional pledge agreements with respect thereto as Secured Party shall requires, and (b) if Debtor acquires any interest in real property, Debtor shall execute and deliver to Secured Party such deeds of trust and/or mortgages to be filed in the appropriate recording offices as Secured Party shall require, all of the foregoing to be in form and to provide for at least twenty (20) days’ prior written cancellation notice substance acceptable to Secured Party. Debtor shall furnish further agrees to execute and deliver such further instruments, agreements and documents, and to take such further action, as Secured Party with certificates or other evidence satisfactory may request, in order to Secured Party of compliance with carry out the foregoing insurance provisionsintents and purposes thereof. (k) Neither the execution of this Agreement nor the granting of the security interest in the Collateral as provided for herein is prohibited by or violates the terms of any agreement, undertaking, order or decree to which Debtor or the Collateral is subject to or bound by. (l) The individual executing this Agreement on behalf of Debtor is duly authorized to do so without the need to obtain any additional authorization or consent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents, warrants warrants, covenants and covenants as followsagrees that: (a1) The Collateral is and will continue to be used primarily Except for business purposes. (b) the security interest granted hereby, Debtor is or, to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner and holder of all the Collateral free from any adverse claim, security interest, encumbrance, lien, charge or any other right, title or interest of any person other than the Secured Party; Debtor has full power and lawful authority to sell, transfer and assign the Collateral to Secured Party and to grant to Secured Party a first, prior and valid security interest therein as herein provided; the execution and delivery and the performance hereof are not in contravention of any indenture, agreement or encumbrance, undertaking to which Debtor is a party or by which Debtor (or its property) is bound; and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. Debtor hereby represents and warrants to Secured Party that the Collateral is not subject to any buy-sell agreements, irrevocable proxies or other restrictions, except as have been disclosed in writing to Secured Party prior to the time this Pledge Agreement is executed. (ca) No Debtor has not heretofore signed any financing statement covering or security agreement, other than a financing statement or security agreement in favor of the Secured Party, which covers any Collateral of the Collateral, and in which Debtor is named as or has signed as "debtor", and no such financing statement or security agreement, other than a financing statement or security interest in favor of the Secured Party, is now on file in any public office. (b) As long as any amount remains unpaid on any of the Obligations or as long as any credit from Secured Party to Debtor is in use by or available to Debtor, with respect to the Collateral (i) Debtor will not enter into or execute any security agreement or any financing statement other than the those security agreements and financing statements in favor of Secured Party hereunder, and further (ii) there will not be on file in any public office any financing statement or statements (or any documents or papers filed pursuant as such) other than financing statements in favor of Secured Party unless, in any case subject to this Security Agreementparagraph (b), the specific prior written consent and approval of Secured Party shall have been obtained. (c) Debtor authorizes Secured Party to file, in jurisdictions where this authorization will be given effect, a financing statement signed only by Secured Party covering the Collateral. At the request of Secured Party, Debtor will join with execute such documents as Secured Party in executing one may determine, from time to time, to be necessary or more (i) financing statements pursuant to desirable under provisions of the Uniform Commercial Code, as adopted and amended, in the State of Texas (iithe "UCC") title certificate lien application formsand other applicable law; without limiting the generality of the foregoing Debtor agrees to execute, and (iii) other documents necessary at Secured Party's request, one or advisable to perfect the security interests granted hereby, all more financing statements in form satisfactory to Secured Party, and Debtor will pay the cost of filing or recording the same same, or of filing or recording this Pledge Agreement in all public offices wherever at any time and from time to time, whenever filing or recording of any such financing statement or of this Pledge Agreement is deemed by Secured Party to be necessary or desirable. A carbonIn connection with the foregoing, photographicit is agreed and understood between the parties hereto (and Secured Party is hereby authorized to carry out and implement the following agreements and understandings and Debtor hereby agrees to pay the cost thereof) that Secured Party may, at any time or times, file as a financing statement any counterpart, copy or reproduction of this Pledge Agreement signed by Debtor if Secured Party shall elect so to file, and it is also agreed and understood that Secured Party may, if deemed necessary or desirable, file (or sign and file) as a financing statement any carbon copy of, or photographic or other reproduction of of, this Pledge Agreement or a of any financing statement is sufficient as a financing statementexecuted in connection with this Pledge Agreement. (d3) Debtor will promptly pay any and all taxes, assessments and governmental charges upon not sell or offer to sell or otherwise transfer or encumber the Collateral or for its use or operation. (e) Debtor will immediately notify any interest therein without the express prior written consent of Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral. (f) Party; and Debtor will keep the Collateral free from any adverse lien, security interest or interest, encumbrance, and in good order and repair. (g) Debtor will not sell, lease charge or transfer any of claim adverse to the Collateral or any interest therein (except in the ordinary course of business), without the prior written consent of Secured Party. (h4) Except as specifically otherwise permitted or provided herein, if, at any time, Debtor will notholds or has possession of the Collateral or any part or proceeds thereof, without the prior written consent then Debtor shall immediately transfer possession and control of same to Secured Party, or as permitted by the Master Lease, change the name and Debtor will promptly notify Secured Party of Debtor, the chief executive office of Debtor, the office where Debtor maintains its books and records pertaining to the any such Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of proceeds thereof in Debtor, the location where Debtor maintains its books and records and the location of the Collateral is the address of Debtor set forth above's possession. (i5) Upon reasonable notice All information supplied and statements made by Debtor shall permit Secured Party and its agents to inspect in any financial, credit or all of the Collateral at all reasonable times and shall promptly deliver accounting statement or application for credit made or delivered to Secured Party and its agents such information by or on behalf of Debtor prior to, contemporaneously with respect or subsequent to the Collateral execution of this Pledge Agreement are and shall be true, correct, complete, valid and genuine. (6) Debtor warrants and represents to Secured Party that the value of the consideration received and to be received, directly or indirectly, by Debtor as a result of the credit or other financial accommodations granted and extended by Secured Party is fair consideration to Debtor and reasonably worth at least as much as the Obligations, and that the financial accommodations granted and extended by Secured Party have benefitted and may reasonably be expected to benefit Debtor directly or indirectly, or both. (7) No part of the proceeds of any extension of credit under the Consolidated Note will be used to purchase or carry any margin stock or to extend credit to any person for the purpose of purchasing or carrying any such margin stock. Neither Debtor nor any person acting on its behalf with the consent of Debtor has taken or will take action which might cause this Pledge Agreement or the Consolidated Note to violate Regulation G, or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. Debtor shall execute concurrently herewith a true, complete and correct Federal Reserve Form G-3, and from time to time hereafter Debtor shall execute upon the request of the Secured Party such other forms, stock powers and other documents as the Secured Party may reasonably request from time to time. The Secured Party may in its own name or in the names of others, communicate with account debtors in order to verify with them, to Secured Party’s satisfaction, the existence, amount and terms of any accountsconnection herewith. (j) Debtor will have and maintain insurance at all times with respect 8) The right of Secured Party to take possession or control of the Collateral against risks upon the happening of fire (including so-called extended coverage), business interruption any of the events or conditions constituting a default may be exercised without resort to any court proceeding or judicial process whatever and such other risks as Secured Party may require, containing such termswithout any hearing whatever thereon; and, in such formthis connection, for such periods and written by such companies as may be acceptable to Secured Party, such insurance to be payable to Secured Party and to provide for at least twenty (20) days’ prior written cancellation notice to Secured PartyDEBTOR EXPRESSLY WAIVES ANY CONSTITUTIONAL RIGHTS OF DEBTOR WITH REGARD TO NOTICE. Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisionsANY JUDICIAL PROCESS OR HEARING PRIOR TO THE EXERCISE OF THE RIGHT OF SECURED PARTY TO TAKE POSSESSION OR CONTROL OF THE COLLATERAL UPON THE HAPPENING OF ANY OF THE EVENTS OR CONDITIONS CONSTITUTING A DEFAULT. (k) Neither the execution of this Agreement nor the granting of the security interest in the Collateral as provided for herein is prohibited by or violates the terms of any agreement, undertaking, order or decree to which Debtor or the Collateral is subject to or bound by. (l) The individual executing this Agreement on behalf of Debtor is duly authorized to do so without the need to obtain any additional authorization or consent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents, warrants and covenants as follows: (a) The Collateral is and will continue to be used primarily for business purposes. (b) Except as otherwise specifically provided herein, Debtor is or, to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance, and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein. (c) No financing statement covering any Collateral is on file in any public office, other than the financing statements filed on account of the Security Agreement with Secured Party dated March 31, 2017 and the Amended and Restated Security Agreement with Secured Party dated February 7, 2018 and the financing statements filed pursuant to this Security Agreement. At the request of Secured Party, Debtor will join with Secured Party in executing one or more (i) financing statements pursuant to the Uniform Commercial Code, (ii) title certificate lien application forms, and (iii) other documents necessary or advisable to perfect the security interests granted hereby, all in form satisfactory to Secured Party, and Debtor will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. A carbon, photographic, or other reproduction of this Agreement or a financing statement is sufficient as a financing statement. (d) Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral or for its use or operation. (e) Debtor will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral. (f) Debtor will keep the Collateral free from any adverse lien, security interest or encumbranceencumbrance (except for properly perfected purchase money security interests solely securing the asset to be purchased and incurred in the ordinary course of business), and in good order and repair. (g) Debtor will not sell, lease or transfer any of the Collateral or any interest therein (except in the ordinary course of business), without the prior written consent of Secured Party. (h) Debtor will not, without the prior written consent of Secured Party, or as permitted by the Master Lease, change the name of Debtor, the chief executive office of Debtor, the office where Debtor maintains its books and records pertaining to the Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of Debtor, the location where Debtor maintains its books and records and the location of the Collateral is the address of Debtor set forth above. (i) Upon reasonable notice Debtor shall permit Secured Party and its agents to inspect any or all of the Collateral at all reasonable times and shall promptly deliver to Secured Party and its agents such information with respect to the Collateral as Secured Party may reasonably request from time to time. The Secured Party may in its own name or in the names of others, communicate with account debtors in order to verify with them, to Secured Party’s satisfaction, the existence, amount and terms of any accounts. (j) Debtor will have and maintain insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage), business interruption and such other risks as Secured Party may require, containing such terms, in such form, for such periods and written by such companies as may be acceptable to Secured Party, such insurance to be payable to Secured Party and to provide for at least twenty (20) days’ prior written cancellation notice to Secured Party. Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. (k) Neither the execution of this Agreement nor the granting of the security interest in the Collateral as provided for herein is prohibited by or violates the terms of any agreement, undertaking, order or decree to which Debtor or the Collateral is subject to or bound by. (l) The individual executing this Agreement on behalf of Debtor is duly authorized to do so without the need to obtain any additional authorization or consent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby representscovenants, represents and warrants and covenants as followsto Secured Party that: (a) The Collateral Each entity comprising Debtor is duly organized, existing and will continue in good standing under the laws of the state of its incorporation and is duly qualified and in good standing in every other state in which the nature of its business or the ownership of its properties makes qualification necessary, and the execution, delivery and performance of this Agreement are within Debtor's corporate powers, have been duly authorized, are not in contravention of any law, judgment, order, writ or decree of any court or governmental authority or the terms of Debtor's certificate of incorporation, by-laws or other incorporation papers, or of any agreement or undertaking to be used primarily for business purposeswhich Debtor is a party or by which Debtor or its property is bound. (b) Debtor is or, agrees to the extent that certain of make all records concerning or constituting the Collateral available to Secured Party, its agents, attorneys and accountants, upon request at any reasonable time and without hindrance or delay, and to allow Secured Party to inspect, audit, check or make copies or extracts of such records. (c) Except as otherwise noted in a schedule attached to this Agreement, Debtor is to be acquired after the date hereof, will be, the owner of the Collateral Collateral, free from any adverse lienand clear of all security interests, liens and encumbrances other than the security interest or encumbrancegranted to Secured Party herein, and has the full right and power to transfer the Collateral to Secured Party and to grant to Secured Party a security interest therein. Except as expressly authorized hereunder, Debtor will defend not sell, transfer, assign or convey any of the Collateral against all claims and demands of all persons at any time claiming or any interest therein (c) No , nor create any other security interest therein, nor permit any financing statement covering any Collateral is on file other than that of Secured Party's to be filed in any public officeoffice with respect thereto (except as otherwise expressly agreed in writing by Secured Party), nor permit either Debtor's or Secured Party's rights therein to be reached by attachment, levy, garnishment or other than judicial process. (d) Debtor will pay promptly when due all taxes, charges and assessments upon the financing statements filed Collateral or any part thereof, the use or operation of the Collateral, the proceeds thereof, this Agreement and any note evidencing the Secured Obligations. At its option, Secured Party may discharge any taxes, liens, security interests or other encumbrances or any item levied or placed on the Collateral or any part thereof, but Secured Party shall not be under any duty to exercise any such authority. Debtor agrees to reimburse Secured Party, upon demand, for any payment made by Secured Party pursuant to this Security Agreementthe foregoing authorization. (e) Debtor shall bear the risk of loss of, damage to, or destruction of the Collateral, whether in possession of Debtor, Secured Party or a third party. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if Secured Party takes such action for that purpose as Debtor shall reasonably request in writing, but no omission on the part of Secured Party to take any action, whether or not requested by Debtor, shall of itself be deemed a failure to exercise reasonable care. (f) Debtor shall do, make, execute and deliver to Secured Party all such additional acts, things, assignments, assurances, and instruments as Secured Party may require to vest completely in Secured Party its rights hereunder and in or to the Collateral. At the request of Secured Party, Debtor will join with Secured Party in executing one or more (i) execute financing statements pursuant to as provided for under the Uniform Commercial Code, (ii) title certificate lien application forms, and (iii) other documents necessary or advisable to perfect the security interests granted hereby, all Code in form satisfactory to Secured Party, Party and Debtor will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever where filing or recording is deemed by Secured Party to be necessary or desirable. A carbon, photographic, Debtor agrees that a carbon or other reproduction photostatic copy of this Agreement or may be filed as a financing statement is sufficient as a financing statement. (d) in any public office. If certificates of title are now or hereafter issued or outstanding with respect to any of the Collateral, Debtor will promptly pay any cause the interest of Secured Party to be properly noted thereon at Debtor's expense. Debtor will deliver all instruments, documents and all taxes, assessments and governmental charges upon chattel paper which constitute a part of the Collateral or for its use or operation. (e) Debtor will immediately notify to Secured Party upon request, duly endorsed by Debtor to the order of any event causing a substantial loss Secured Party or diminution in the value of blank, in each case, in form satisfactory to Secured Party. Secured Party may elect not to perfect its security interest in all or any material part of the Collateral. (f) Collateral without impairing its rights against Debtor will keep the Collateral free from or any adverse lien, security interest or encumbrance, and in good order and repairother party. (g) Debtor will not sellhereby irrevocably makes, lease or transfer constitutes and appoints Secured Party and any of its officers or designees as Debtor's true and lawful attorney-in-fact with full power and authority to do any and all acts necessary or proper to carry out the Collateral or any interest therein (except in the ordinary course intent of business)this Agreement, including, without the prior written consent of Secured Party. (h) Debtor will not, without the prior written consent of Secured Party, or as permitted by the Master Lease, change the name of Debtorlimitation, the chief executive office of Debtorright, the office where Debtor maintains its books power and records pertaining to the Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of Debtor, the location where Debtor maintains its books and records and the location of the Collateral is the address of Debtor set forth above. authority (i) Upon reasonable notice to receive and give receipt for any amount or amounts due or to become due to Debtor shall permit Secured Party and its agents to inspect any or all of the Collateral at all reasonable times and shall promptly deliver to Secured Party and its agents such information with respect to the Collateral as and to endorse and negotiate in the name of Debtor any check or other item issued in payment or on account thereof, and in the name of Secured Party may reasonably request from or of Debtor to enforce by suit, compromise, settle, discharge, extend the time of payment, file claims or otherwise participate in bankruptcy proceedings, and deal in and with Collateral and any proceeds thereof; (ii) to time. The open mail addressed to Debtor, remove any Collateral or proceeds of Collateral therefrom, and deliver the remainder of such mail to Debtor; (iii) to do all acts and things deemed by Secured Party may in its own name to be appropriate to protect, preserve and realize upon the Collateral; and (iv) to obtain, adjust, settle, or in the names of others, communicate with account debtors in order to verify with them, to Secured Party’s satisfaction, the existence, amount and terms of cancel any accounts. (j) Debtor will have and maintain insurance at all times carried with respect to the Collateral against risks and to endorse in Debtor's name and give receipts for checks and drafts issued in payment of fire (including so-called extended coverage)losses and as return premiums with respect to any such insurance, business interruption and such other risks as but Secured Party may require, containing shall not be under any duty to exercise any such terms, authority or power or in such form, any way be responsible for such periods collecting or realizing upon the Collateral. Debtor hereby ratifies and written by such companies as may be acceptable to confirms all that Secured Party, its officers or designees, shall do as such insurance to be payable to attorney-in-fact by virtue of the foregoing powers, which powers are coupled with an interest and are irrevocable until this Agreement has been terminated as hereinafter provided. Secured Party and to provide shall not be liable for at least twenty (20) days’ prior written cancellation notice to any act or omission which Secured Party. Debtor , its officers or designees shall furnish Secured Party with certificates take or other evidence satisfactory fail to Secured Party of compliance with take pursuant to the foregoing insurance provisionspowers. (k) Neither the execution of this Agreement nor the granting of the security interest in the Collateral as provided for herein is prohibited by or violates the terms of any agreement, undertaking, order or decree to which Debtor or the Collateral is subject to or bound by. (l) The individual executing this Agreement on behalf of Debtor is duly authorized to do so without the need to obtain any additional authorization or consent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents, warrants and covenants as follows: (a) The Collateral is and will continue to be used primarily for business purposes. (b) Debtor is or, to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance, and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein (c) No financing statement covering any Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement. At the request of Secured Party, Debtor will join with Secured Party in executing one or more (i) financing statements pursuant to the Uniform Commercial Code, (ii) title certificate lien application forms, and (iii) other documents necessary or advisable to perfect the security interests granted hereby, all in form satisfactory to Secured Party, and Debtor will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. A carbon, photographic, or other reproduction of this Agreement or a financing statement is sufficient as a financing statement. (d) Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral or for its use or operation. (e) Debtor will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral. (f) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, and in good order and repair. (g) Debtor will not sell, lease or transfer any of the Collateral or any interest therein (except in the ordinary course of business), without the prior written consent of Secured Party. (h) Debtor will not, without the prior written consent of Secured Party, or as permitted by the Master Lease, change the name of Debtor, the chief executive office of Debtor, the office where Debtor maintains its books and records pertaining to the Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of Debtor, the location where Debtor maintains its books and records and the location of the Collateral is the address of Debtor set forth forth, above. (i) Upon reasonable notice Debtor shall permit Secured Party and its agents to inspect any or all of the Collateral at all reasonable times and shall promptly deliver to Secured Party and its agents such information with respect to the Collateral as Secured Party may reasonably request from time to time. The Secured Party may in its own name or in the names of others, communicate with account debtors in order to verify with them, to Secured Party’s satisfaction, the existence, amount and terms of any accounts. (j) Debtor will have and maintain insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage), business interruption and such other risks as Secured Party may require, containing such terms, in such form, for such periods and written by such companies as may be acceptable to Secured Party, such insurance to be payable to Secured Party and to provide for at least twenty (20) days’ ' prior written cancellation notice to Secured Party. Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. (k) Neither the execution of this Agreement nor the granting of the security interest in the Collateral as provided for herein is prohibited by or violates the terms of any agreement, undertaking, order or decree to which Debtor or the Collateral is subject to or bound by. (l1) The individual executing this Agreement on behalf of Debtor is duly authorized to do so without the need to obtain any additional authorization or consent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents, warrants and covenants as follows: (a) The Collateral is and will continue to be used primarily for business purposes. (b) Except as otherwise specifically provided herein, Debtor is or, to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance, and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein. (c) No financing statement covering any Collateral is on file in any public office, other than the financing statements filed on account of the Security Agreement with Secured Party dated March 31, 2017 and the Amended and Restated Security Agreement with Secured Party dated February 7, 2018 and the financing statements filed pursuant to this Security Agreement. At the request of Secured Party, Debtor will join with Secured Party in executing one or more (i) financing statements pursuant to the Uniform Commercial Code, (ii) title certificate lien application forms, and (iii) other documents necessary or advisable to perfect the security interests granted hereby, all in form satisfactory to Secured Party, and Debtor will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. A carbon, photographic, or other reproduction of this Agreement or a financing statement is sufficient as a financing statement. (d) Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral or for its use or operation. (e) Debtor will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral. (f) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, (except for properly perfected purchase money security interests solely securing the asset to be purchased and incurred in the ordinary course of business), and in good order and repair. (g) Debtor will not sell, lease or transfer any of the Collateral or any interest therein (except in the ordinary course of business), without the prior written consent of Secured Party. (h) Debtor will not, without the prior written consent of Secured Party, or as permitted by the Master Lease, change the name of Debtor, the chief executive office of Debtor, the office where Debtor maintains its books and records pertaining to the Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of Debtor, the location where Debtor maintains its books and records and the location of the Collateral is the address of Debtor set forth above. (i) Upon reasonable notice Debtor shall permit Secured Party and its agents to inspect any or all of the Collateral at all reasonable times and shall promptly deliver to Secured Party and its agents such information with respect to the Collateral as Secured Party may reasonably request from time to time. The Secured Party may in its own name or in the names of others, communicate with account debtors in order to verify with them, to Secured Party’s satisfaction, the existence, amount and terms of any accounts. (j) Debtor will have and maintain insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage), business interruption and such other risks as Secured Party may require, containing such terms, in such form, for such periods and written by such companies as may be acceptable to Secured Party, such insurance to be payable to Secured Party and to provide for at least twenty (20) days’ prior written cancellation notice to Secured Party. Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. (k) Neither the execution of this Agreement nor the granting of the security interest in the Collateral as provided for herein is prohibited by or violates the terms of any agreement, undertaking, order or decree to which Debtor or the Collateral is subject to or bound by. (l) The individual executing this Agreement on behalf of Debtor is duly authorized to do so without the need to obtain any additional authorization or consent. (m) On or about May 23, 2018, Recovery Solutions & Technologies, Inc. changed its name to GlyEco West Virginia, Inc. and changed its state of incorporation to Delaware.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. As an inducement to Secured Party to make the loans, advances and extensions of credit to Debtor which are secured hereby, Debtor hereby represents, warrants and covenants to Secured Party as follows: (a) The Except for the security interest granted to Xxxxxxx Capital, LLC pursuant to the Xxxxxxx Agreement (as defined in the Note) and the security interest granted pursuant to this Agreement, Debtor now owns the Collateral, free and clear of any and all liens, claims, charges, security interests, and other encumbrances of every type, kind or nature. Notwithstanding the security interest granted to Xxxxxxx Capital, LLC, the security interest granted to Secured Party shall be first priority and senior to Xxxxxxx Capital, LLC, and Xxxxxxx Capital, LLC has agreed pursuant to a written consent to subordinate its indebtedness in favor of Secured Party. Debtor will defend the Collateral is and will continue to be used primarily for business purposes.Secured Party’s security interest in the same against any and all claims and demands of any person or persons who at any time claim any ownership or other interest therein; (b) Debtor is orauthorizes Secured Party to file all such Uniform Commercial Code Financing Statements as Secured Party may require to perfect Secured Party’s security interest in the Collateral and protect the same against the claims of third parties. No other financing statement has been filed or recorded which includes the Collateral or the proceeds of the Collateral, in whole or in part, within its collateral description, provided that Xxxxxxx Capital may be permitted to a financing statement to perfect its security interest after Secured Party files its financing statement; (c) During the term of this Agreement, except for the lien granted pursuant to the extent that certain Xxxxxxx Agreement, Debtor will not grant or suffer the existence of the Collateral is to be acquired after the date hereofany other lien, will beclaim, the owner of the Collateral free from any adverse liencharge, security interest or encumbranceother encumbrance of any type, and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein (c) No financing statement covering any Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement. At the request of Secured Party, Debtor will join kind or nature with Secured Party in executing one or more (i) financing statements pursuant respect to the Uniform Commercial Code, (ii) title certificate lien application forms, and (iii) other documents necessary or advisable to perfect the security interests granted hereby, all in form satisfactory to Secured Party, and Debtor will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. A carbon, photographic, or other reproduction of this Agreement or a financing statement is sufficient as a financing statement. (d) Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral or for its use or operation. (e) Debtor will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral. (f) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, and in good order and repair. (g) Debtor will not sell, lease or transfer any of the Collateral or any interest therein (except in the ordinary course of business), without the prior written consent of Secured Party. (h) Debtor will not, without the prior written consent of Secured Party, or as permitted by the Master Lease, change the name of Debtor, the chief executive office of Debtor, the office where Debtor maintains its books and records pertaining to the Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of Debtor, the location where Debtor maintains its books and records and the location of the Collateral is the address of Debtor set forth above. (i) Upon reasonable notice Debtor shall permit Secured Party and its agents to inspect any or all of the Collateral will, at all reasonable times times, maintain good and shall promptly deliver to Secured Party and its agents such information merchantable title with respect to the same; (d) Debtor will cause the Collateral to be insured with companies who are acceptable to the Secured Party, which insurance policies: (i) shall have such coverage provisions, policy limits and exclusions as Secured Party may reasonably request from time to time. The shall require; (ii) shall name Secured Party as an additional insured and/or loss payee thereunder, as its interests may in its own name or in the names of others, communicate with account debtors in order to verify with them, appear; (iii) shall require at least thirty (30) days’ prior written notice to Secured Party’s satisfaction, the existence, amount and terms Party of any accounts. (j) intended cancellation, modification, termination or expiration of the policy or policies evidencing such insurance. Debtor will have deliver such certificates of insurance and maintain other evidence of insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage), business interruption and such other risks coverage as Secured Party may require, containing such terms, in such form, for such periods and written by such companies as may be acceptable to Secured Party, such insurance to be payable to Secured Party and to provide for at least twenty (20) days’ prior written cancellation notice to Secured Party. Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions.; (ke) Neither At all times during the execution term of this Agreement, and except as otherwise provided herein, Debtor: (i) shall keep and maintain the Collateral in good and usable condition, free and clear of any and all liens, claims, charges and security interests of every type, kind or nature; (ii) will promptly pay all taxes, assessments and other charges with respect to the Collateral; (iii) will not use the Collateral illegally or in violation of any Agreement nor the granting between Debtor and any third party; and (iv) will not transfer, convey, assign, sell or otherwise dispose of any portion of the security interest Collateral, except in the Collateral as provided for herein is prohibited by or violates the terms ordinary course of any agreement, undertaking, order or decree to which Debtor or the Collateral is subject to or bound byits business. (l) The individual executing this Agreement on behalf of Debtor is duly authorized to do so without the need to obtain any additional authorization or consent.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor hereby represents, warrants and covenants as follows: (a) The Collateral is A. That, except for the Security Interests and will continue to be used primarily for business purposes. (b) other liens permitted by Secured Party set forth on Exhibit A attached hereto, Debtor is oris, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbranceencumbrance (other than purchase money security interests), and that Debtor will defend the Collateral against all claims and demands of all persons at any time claiming any interest thereintherein to the extent that it is commercially reasonable to do so. (c) No B. That no financing statement covering any the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement. At the request of Secured Party, Debtor will join with Secured Party in executing one or more (i) financing statements pursuant to the Uniform Commercial Code, (ii) title certificate lien application forms, Agreement and (iii) other documents necessary or advisable to perfect the security interests granted hereby, all in form satisfactory to Secured Party, and Debtor will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. as are set forth on Exhibit A carbon, photographic, or other reproduction of this Agreement or a financing statement is sufficient as a financing statementattached hereto. (d) C. That all additional information, representations and warranties contained in Exhibit B attached hereto and made a part hereof are true, accurate and complete on the date hereof. D. That Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral or for its use or operationprior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor in appropriate proceedings. Such amount which is being contested shall be fully reserved on the financial statements of Debtor in accordance with generally accepted accounting principles. (e) E. That Debtor will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the CollateralCollateral and the amount or an estimate of the amount of such loss or diminution. (f) F. That Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, encumbrance (other than liens set forth on Exhibit A hereto and purchase money security interests) and in good order and repair. (g) repair and will not intentionally waste or destroy the Collateral or any part thereof; and Debtor will not selluse the Collateral in material violation of any statute or ordinance. G. That Debtor will not sell or offer to sell or otherwise assign, lease transfer or transfer any dispose of the Collateral or any interest therein (except in the ordinary course of business)therein, without the prior written consent of Secured Party; provided, however, that as long as no Event of Default has occurred and is continuing, Debtor may sell Inventory in the ordinary course of business. (h) H. That Debtor will not, without the provide Secured Party with not less than thirty (30) days' prior written consent notice of Secured Party, or as permitted by the Master Lease, any change in the name of Debtor, the chief executive office of Debtor, the office where Debtor maintains its books and records pertaining to the Collateral or the location of the Collateral. Unless otherwise specified, the chief executive office of Debtor, the location where Debtor maintains its books and records and the location of the Collateral is the address of Debtor set forth above. (i) Upon reasonable notice Debtor shall permit Secured Party and its agents to inspect any or all of the Collateral at all reasonable times and shall promptly deliver to Secured Party and its agents such information with respect to the Collateral as Secured Party may reasonably request from time to time. The Secured Party may in its own name or in the names of others, communicate with account debtors in order to verify with them, to Secured Party’s satisfaction, the existence, amount and terms of any accounts. (j) I. Debtor will have and maintain insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage)) and theft, business interruption and such other risks as Secured Party may requirereasonably require in writing, containing such terms, in such form, for such periods and written by such companies as may be acceptable reasonably satisfactory to Secured Party, such insurance to be payable shall name Secured Party as loss payee and additional insured, as applicable, and shall provide for thirty (30) days' prior advance notice in writing to Secured Party of any cancellation thereof, and to provide for at least twenty within thirty (2030) days’ prior written cancellation notice to Secured Party. days after the execution hereof, Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. Any credit insurance covering the Customer Receivables shall name Secured Party as loss payee. (k) Neither J. Debtor represents and warrants that all books and records concerning the Collateral are located at the locations listed in Exhibit B hereto, and that all Inventory and machinery and equipment of Debtor is located at the locations listed in Exhibit B hereto. Debtor shall immediately notify Secured Party of any change in the location of its chief executive office, of any new or additional address where its books and records concerning the Collateral are located and of any new locations of Inventory or machinery and equipment not specified hereinabove, and if any such location is on leased premises, promptly furnish Secured Party with a landlord's waiver in form and substance satisfactory to Secured Party. K. Debtor agrees to cooperate and join, at its expense, with Secured Party in taking such steps as are necessary, in Secured Party's reasonable judgment, to perfect or continue the perfected status of the Security Interests granted hereunder, including, without limitation, the execution and delivery of this Agreement nor any financing statements, amendments thereto and continuation statements, the granting delivery of chattel paper, documents or instruments to Secured Party, the obtaining of landlord's waivers required by Secured Party, the notation of encumbrances in favor of Secured Party on certificates of title, and the execution and filing of any collateral assignments and any other instruments reasonably requested by Secured Party to perfect its security interest in the Collateral as provided for herein is prohibited by or violates the terms any and all of any agreementDebtor's patents, undertakingtrademarks, order or decree to which Debtor or the Collateral is subject to or bound byservice marks, trade names, copyrights and other general intangibles. L. Debtor agrees to reimburse Secured Party on demand for reasonable out-of-pocket expenses incurred in connection with Secured Party's exercise of its rights under this Security Agreement. Debtor agrees to indemnify Secured Party and hold it harmless against any costs, expenses, losses, damages and liability (lincluding reasonable attorney's fees) The individual executing incurred in connection with this Agreement on behalf Security Agreement, other than as a direct result of Debtor is duly authorized to do so without the need to obtain any additional authorization Secured Party's gross negligence or consentwillful misconduct.