Common use of Warranties, Covenants and Agreements Clause in Contracts

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Bank at its option may disburse loan proceeds directly to the seller of any Collateral to be acquired with proceeds of loans from Bank. 2.2 Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 At any time and without notice during the continuation of an Event of Default, the Bank may (a) cause the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreement. 2.5 The Bank may assign any of the Indebtedness and deliver all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Bank at its option may disburse loan proceeds directly to the seller of any Collateral to be acquired with proceeds of loans from Bank. 2.2 Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 At any time and without notice during the continuation of an Event of Default, the Bank may (a) cause the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreement. 2.5 The Bank may assign any of the Indebtedness and deliver all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of (a) the ultimate sale or exchange thereof, or (b) presentation, collection, renewal, or registration of transfer thereof, or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange, such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank's security interest therein or in the proceeds or products thereof unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of collateral coming into Debtor's possession as a result of any such redelivery shall be held in trust for Bank and forthwith delivered to Bank for application on the Indebtedness. Bank may (if, in its sole discretion, it elects to do so) deliver the Collateral or any part of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from any and all liability or responsibility for such Collateral. 2.7 Debtor acknowledges and agrees that the Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Bank has or may have a lien or security interest for payment of the Indebtedness. 2.8 Debtor shall at the request of Bank (a) xxxx its records and the Collateral to clearly indicate the security interest of Bank under this Agreement, and (b) deliver to Bank all accounting and other records pertaining to, and all writings evidencing, the Collateral or any portion of it, together with all books, records and documents of Debtor related to it in whatever form kept by Debtor, whether printed or in magnetic tape or discs or in other machine readable form or otherwise, and all forms, programs, software and other materials and instructions necessary or useful to Bank, to monitor the Collateral or enforce its rights under this Agreement. 2.9 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor has the right and authority to subject it to a security interest granted to Bank and (b) none of the Collateral is subject to any security interest other than that in favor of Bank and there are no financing statements on file, other than in favor of Bank. 2.10 Debtor will keep the Collateral free at all times from any and all claims, liens, security interests and encumbrances other than those in favor of Bank. Debtor will not, without the prior written consent of Bank, sell, transfer or lease, or permit or suffer to be sold, transferred or leased, any or all of the Collateral. Bank or its agents or attorneys may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. 2.11 Debtor shall take or cause to be taken and execute or cause to be executed all financing statements, endorsements, assignments and other writings requested by Bank to establish, maintain, reinstate, and/or continue the perfected and first priority status of the security interest of Bank in the Collateral or to implement or further effectuate the terms or purpose of this Agreement, although the failure of the Debtor to do so shall not affect in any way Bank's perfected and first priority security interest in the Collateral, and will on demand pay all costs and expenses of filing and recording, including the costs of any record searches, deemed necessary by Bank from time to time, to establish or determine the validity and the priority of Bank's security interest. Debtor further makes, constitutes and appoints Bank its true and lawful attorney-in-fact with full power of substitution during the continuation of an Event of Default to take any action in furtherance of this Agreement, including, without limitation, the signing of financing statements, endorsing of instruments, and the execution and delivery of all documents and agreements necessary to obtain or accomplish any protection for or collection or disposition of any part of the Collateral. Such appointment shall be deemed irrevocable and coupled with an interest. 2.12 Debtor will pay promptly and within the time that they can be paid without interest or penalty all taxes, assessments and similar imposts and charges which at any time are or may become a lien, charge, or encumbrance upon any of the Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Bank. If Debtor fails to pay any of these taxes, assessments or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest default rate which could be charged by Bank to Debtor on any Indebtedness. 2.13 [Reserved] 2.14 [Reserved] 2.15 Debtor agrees to reimburse Bank upon demand for all fees and expenses incurred by Bank (a) in seeking to collect the Indebtedness or any part of it (through formal or informal collection actions, workouts or otherwise), in defending the validity or priority of its security interest, or in pursuing its rights and remedies under this Agreement or under any other agreement between Bank and Debtor; (b) in connection with any proceeding (including, without limit, bankruptcy, insolvency, administrative, appellate, or probate proceedings or any lawsuit) in which Bank at any time is involved as a result of any lending relationship or other financial accommodation involving Bank and Debtor; or (c) incurred by Bank during the continuance of an Event of Default, which fees and expenses relate to or would not have been incurred but for any lending relationship or other financial accommodation involving Bank and Debtor. The fees and expenses include, without limit, court costs, legal expenses, reasonable attorneys' fees, paralegal fees, internal transfer charges for in-house attorneys and paralegals and other services, and audit expenses. 2.16 Debtor at all times shall be in material compliance with all applicable laws with respect to which Debtor's failure to comply would have a material adverse effect on the value of the Collateral or Bank's rights with respect to the Collateral. 2.17 [Reserved]. 2.18 Debtor acknowledges and agrees that if any Guaranty is executed by the Debtor in connection with or related to this Agreement, all waivers contained in that Guaranty shall be and are incorporated by reference into this Agreement.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Bank Debtor shall furnish to Agent, in form and at intervals as Agent may request, any information Agent may reasonably request and allow Agent to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Agent, xxxx its option may disburse loan proceeds directly records and the Collateral to clearly indicate the seller security interest of Agent under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Agent, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Agent; (b) none of the Collateral is subject to any security interest other than that in favor of Agent or as permitted in the Account Control Agreement (as defined below) and there are no financing statements on file, other than in favor of Agent or as permitted in the Account Control Agreement; (c) there are no financing statements on file, other than in favor of Agent; (d) no person, other than Agent, has possession or control (as defined in the Uniform Commercial Code) of any Collateral of such nature that perfection of a security interest may be accomplished by control; and (e) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Agent or as permitted in the Account Control Agreement. Debtor will not, without the prior written consent of Agent, sell, transfer or lease, or permit to be acquired sold, transferred or leased, any or all of the Collateral, except to the extent permitted in Section 7 below or the Account Control Agreement. Agent or its representatives may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. 2.4 Debtor will do all acts and will execute or cause to be executed all writings requested by Agent to establish, maintain and continue a perfected and first security interest of Agent, acting for the benefit of the Banks, in the Collateral. Debtor agrees that Agent has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Agent may have a lien or security interest for payment of the Indebtedness. 2.5 Debtor will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Agent. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Agent has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Agent immediately upon demand, together with interest at the highest lawful default rate which could be charged by the Banks on any Indebtedness. 2.6 Debtor will keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause. 2.7 If Agent, acting in its sole discretion, redelivers Collateral to Debtor or Debtor’s designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange; such redelivery shall be in trust for the benefit of Agent and shall not constitute a release of Agent’s security interest in it or in the proceeds or products of it unless Agent specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Agent. Any proceeds of loans Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Agent and immediately delivered to Agent for application on the Indebtedness. Agent may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Agent shall discharge Agent from Bank. 2.2 Bankall liability or responsibility for such Collateral. Agent, at its option, may require delivery of any Collateral to Bank Agent at any time with such endorsement endorsements or assignments of the Collateral as Bank Agent may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form)2.8 [Reserved]. 2.4 2.9 At any time following the occurrence and without notice during the continuation of an Event of DefaultDefault and without notice, the Bank Agent may (a) cause any or all of the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the BankAgent; (c) enter into an any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement; and (d) take such actions in its own name, or in Debtor’s name, as Agent, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the Uniform Commercial Code) over any Collateral of such nature that perfection of Bank’s security interest may be accomplished by control. 2.5 The 2.10 Subject to the terms of the Credit Agreement, any Bank may assign any of the Indebtedness and deliver any or all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the such Bank under this Agreement, and after that the Agent and such Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If 2.11 Debtor delivers this Agreement based solely on Debtor’s independent investigation of (or decision not to investigate) the financial condition of Borrower and is not relying on any information furnished by Agent or any Bank. Debtor assumes full responsibility for obtaining any further information concerning the Borrower’s financial condition, the status of the Indebtedness or any other matter which the undersigned may deem necessary or appropriate now or later. Debtor waives any duty on the part of Agent and the Banks, and agrees that Debtor is not relying upon nor expecting Agent or any Bank to disclose to Debtor any fact now or later known by Agent or such Bank, acting in its sole discretionwhether relating to the operations or condition of Borrower, redelivers Collateral the existence, liabilities or financial condition of any guarantor of the Indebtedness, the occurrence of any default with respect to Debtor the Indebtedness, or otherwise, notwithstanding any effect such fact may have upon Debtor’s risk or Debtor's designee for ’s rights against Borrower. Debtor knowingly accepts the purpose offull range of risk encompassed in this Agreement, which risk includes without limit the possibility that Borrower may incur Indebtedness to Bank after the financial condition of Borrower, or Borrower’s ability to pay debts as they mature, has deteriorated.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Bank at its option may disburse loan proceeds directly to the seller of any Collateral to be acquired with proceeds of loans from Bank. 2.2 Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement endorsements or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 At any time and without notice during the continuation of an Event of Defaultnotice, the Bank may (a) cause the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreement. 2.5 The Bank may assign any of the Indebtedness and deliver all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of (a) the ultimate sale or exchange thereof, or (b) presentation, collection, renewal, or registration of transfer thereof, or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange, such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank's security interest therein or in the proceeds or products thereof unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of Collateral coming into Debtor's possession as a result of any such redelivery shall be held in trust for Bank and forthwith delivered to Bank for application on the Indebtedness. Bank may (if, in its sole discretion, it elects to do so) deliver the Collateral or any part of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from any and all liability or responsibility for such Collateral. 2.7 Debtor acknowledges and agrees that the Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Bank has or may have a lien or security interest for payment of the Indebtedness. 2.8 Debtor shall at the request of Bank (a) xxxx its records and the Collateral to clearly indicate the security interest of Bank under this Agreement, and (b) deliver to Bank all accounting and other records pertaining to, and all writings evidencing, the Collateral or any portion of it, together with all books, records and documents of Debtor related to it in whatever form kept by Debtor, whether printed or in magnetic tape or discs or in other machine readable form or otherwise, and all forms, programs, software and other materials and instructions necessary or useful to Bank, to monitor the Collateral or enforce its rights under this Agreement. 2.9 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favor of Bank and there are no financing statements on file, other than in favor of Bank; and

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Bank, in form and at intervals as Bank may request, any information Bank may reasonably request and allow Bank to examine, inspect, and copy any of Debtor's books and records. Debtor shall, at the request of Bank, mark xxx records and the Collateral to clearly indicate the security interest of Bank under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favor of Bank and there are no financing statements on file, other than in favor of Bank; and (c) Debtor acquired its option rights in the Collateral in the ordinary course of its business. 2.3 Debtor will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Bank. Debtor will not, without the prior written consent of Bank, sell, transfer or lease, or permit to be sold, transferred or leased, any or all of the Collateral, except (where inventory is pledged as Collateral) for Inventory in the ordinary course of its business and will not return any Inventory to its supplier. Bank or its representatives may disburse loan proceeds directly at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. 2.4 Debtor will do all acts and will execute or cause to be executed all writings requested by Bank to establish, maintain and continue a perfected and first security interest of Bank in the Collateral. Debtor agrees that Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Bank may have a lien or security interest for payment of the Indebtedness. 2.5 Debtor will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the seller extent contested in good faith and bonded in a manner satisfactory to Bank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtor agrees to repay it amounts so expended by Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Bank on any Indebtedness. 2.6 Debtor will keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause. Debtor has and will maintain at all times (a) with respect to the Collateral, insurance under an "all risk" policy against fire and other risks customarily insured against, and (b) public liability insurance and other insurance as may be required by law o reasonably required by Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Bank, containing a lender's loss payable endorsement acceptable to Bank. Debtor will deliver to Bank immediately upon demand evidence satisfactory to Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest a the highest lawful default rate which could be charged by Bank on any Indebtedness. 2.7 If Accounts Receivable are pledged as Collateral under this Agreement, then on each occasion on which Debtor evidences to Bank the account balances on and the nature and extent of the Accounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those Accounts Receivable is valid and enforceable without performance by Debtor of an act; (b) each of those account balances are in fact owing, (c) there are no setoffs, recoupments, credits, contra accounts, counterclaims or defenses against any of those Accounts Receivable, (d) as to any Accounts Receivable represented by a note, trade acceptance, draft or other instrument or by any chattel paper or document, the same have been endorsed and/or delivered by Debtor to Bank, (e) Debtor has not received with respect to any Account Receivable, any notice of the death of the related account debtor, nor of the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a receiver for, assignment for the benefit of creditors by, or filing of a petition in bankruptcy by or against, the account debtor, and (f) as to each Account Receivable, the account debtor is not an affiliate of Debtor, the United States of America or any department, agency or instrumentality of it, or a citizen or, resident of any Collateral jurisdiction outside of the Unite States. Debtor will do all acts and will execute all writings' requested by Bank to be acquired with proceeds of loans from perform, enforce performance of, and collect all Accounts Receivable. Debtor shall neither account debtors or by other methods acceptable to Bank. 2.2 2.8 Debtor at all times shall be in strict compliance with all applicable laws, including without limit any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment ("Environmental Laws"). 2.9 If marketable securities are pledged as Collateral under this Agreement and if at any time the outstanding principal balance of the Indebtedness exceeds _________________ of the value of the Collateral, as such value is determined from time to time by Bank (herein called the "Margin Requirement"), Debtor shall immediately pay or cause to be paid to Bank an amount sufficient to reduce the Indebtedness such that the remaining principal outstanding thereunder is equal to or less than the Margin Requirement. Bank shall apply payments made under this paragraph in payment of the Indebtedness in such order and manner of application as Bank in its sole discretion elects. In the alternative, Debtor may provide or cause to be provided to Bank additional collateral in the form of cash or other property acceptable to Bank and with a value, as determined by Bank, that when added to the Collateral will constitute compliance with the Margin Requirement. 2.10 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange; such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank's security interest in it or in the proceeds, or products of it unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of Collateral coming into Debtor's possession as a result of any such redelivery shall be held in trust for Bank and immediately delivered to Bank for application on the Indebtedness. Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from all liability or responsibility for such Collateral. Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement endorsements or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 2.11 At any time and without notice during the continuation of an Event of Defaultnotice, the Bank may may, as to Collateral other than Equipment, Fixtures or Inventory, (a) cause the any or all of such Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the such Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the such Collateral, and deposit or surrender control of the such Collateral, and accept other property in exchange for the such Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement. 2.5 The 2.12 Bank may assign any of the Indebtedness indebtedness and deliver any or all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If . Debtor delivers this Agreement based solely on Debtor's independent investigation of (or decision not to investigate) the financial condition of Borrower and is not relying on any information furnished by Bank. Debtor assumes full responsibility for obtaining any further information concerning the Borrower's financial condition, the status of the Indebtedness or any other matter which the undersigned may deem necessary or appropriate now or later. Debtor waives any duty on the part of Bank, acting in its sole discretion, redelivers Collateral and agrees that Debtor is not relying upon nor expecting Bank to disclose to Debtor any fact now or later known by Bank, whether relating to the operations or condition of Borrower, the existence, liabilities or financial condition of any guarantor of the Indebtedness, the occurrence of any default with respect to the Indebtedness, or otherwise, notwithstanding any effect such fact may have upon Debtor's risk or Debtor's designee for rights against Borrower. Debtor knowingly accepts the purpose offull range of risk encompassed in this Agreement, which risk includes without limit the possibility that Borrower may incur Indebtedness to Bank after the financial condition of Borrower, or Borrower's ability to pay debts as they mature, has deteriorated. 2.14 Debtor shall defend, indemnify and hold harmless Bank, its employees, agents, shareholders, affiliates, officers, and directors from and against any and all claims, damages, fines, expenses, liabilities or causes of action of whatever kind, including without limit consultant fees, legal expenses, and attorney fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limit, Environmental Laws, or of any remediation relating to any property required by any law, including without limit Environmental Laws.

Warranties, Covenants and Agreements. of the Debtor and the Cooperative Corporation. Debtor warrants, covenants and agrees as followsthat: 2.1 Bank at its option may disburse loan proceeds directly (a) Except for the security interest granted hereby, the Debtor is, and as to the seller collateral acquired after the date hereof the Debtor shall and will be at the time of acquisition, the owner and holder of the Collateral free from any adverse claim, security interest, encumbrance, lien, charge, or other right, title or interest of any person other than the Collateral Agent and covenants that at all times the Collateral will be and remain free of all such adverse claims, security interests or other liens or encumbrances; the Debtor has full power and lawful authority to enter into this Pledge and Security Agreement and to sell, assign and transfer the Collateral to the Collateral Agent and to grant to the Collateral Agent a first and prior security interest therein as herein provided, all of which have been authorized by all necessary corporate action; the execution and delivery and the performance hereof are not in contravention of any charter or by-law provision or of any indenture, agreement or undertaking to which the Debtor is a party or by which its property or the Pledged Securities are bound; this Pledge and Security Agreement constitutes the legal, valid and binding obligation of the Debtor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. Any officer, agent or representative acting for or on behalf of the Debtor in connection with this Pledge and Security Agreement or any aspect hereof, or entering into or executing this Pledge and Security Agreement on behalf of the Debtor, has been duly authorized so to do, and is fully empowered to act for and represent the Debtor in connection with this Pledge and Security Agreement and all matters related thereto or in connection therewith. (b) (i) As long as any amount remains unpaid on the Indebtedness, (a) the Debtor will not enter into or execute any security agreement or any financing statement covering the Collateral, other than those security agreements and financing statements in favor of the Collateral Agent hereunder, and further (b) there will not be acquired with proceeds on file in any public office any financing statement or statements (or any documents or papers filed as such) covering the Collateral, other than financing statements in favor of loans from Bankthe Collateral Agent hereunder, unless in any case the prior written consent of the Collateral Agent shall have been obtained. 2.2 Bank(ii) Debtor hereby authorizes the Collateral Agent to file, in its discretion, in jurisdictions where this authorization will be given effect, a financing statement signed only by the Collateral Agent covering the Collateral, and hereby appoints the Collateral Agent as the Debtor's attorney-in-fact to sign and file any such financing statements covering the Collateral. At the request of the Collateral Agent, the Debtor will join the Collateral Agent in executing such documents as it may determine, from time to time, to be reasonably necessary or desirable under provisions of the Indiana Uniform Commercial Code or of any law in any other jurisdiction which the Collateral Agent deems applicable to the Collateral; without limiting the generality of the foregoing, the Debtor agrees to join the Collateral Agent, at its optionrequest, may require delivery in executing one or more financing statements in form satisfactory to it, and the Debtor will pay the costs of any Collateral to Bank filing or recording the same, or of filing or recording this Pledge and Security Agreement, in all public offices at any time and from time to time, whenever filing or recording of any such financing statement or of this Pledge and Security Agreement is deemed by the Collateral Agent to be necessary or desirable. In connection with such endorsement the foregoing, it is agreed and understood between the parties hereto (and the Collateral Agent is hereby authorized to carry out and implement this agreement and understanding and the Debtor hereby agrees to pay the costs thereof) that the Collateral Agent may, at any time or assignments times, file as a financing statement any counterpart, copy or reproduction of this Pledge and Security Agreement. The Debtor hereby acknowledges that the duties of the Collateral as Bank may requestAgent with respect to the collateral are ministerial in nature and, notwithstanding anything in this Pledge and Security Agreement to the contrary, neither the Collateral Agent nor any of its employees, directors, or agents shall be liable to any party whatsoever in respect of any duties hereunder absent willful misconduct or gross negligence. 2.3 Debtor shall (ac) keep adequate records All dividends, payments of interest or principal and other distributions of every character made upon or in respect of the Collateral or any part thereof shall be deemed to be Collateral and shall be paid directly to and shall be held by the Collateral Agent as additional Collateral pledged under and subject to this Pledge and Security Agreement. (d) The chief executive offices of and other records as Bank shall determine to be appropriate; places of business of the Debtor are located, and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's the books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 At any time and without notice during the continuation of an Event of Defaultare located, the Bank may (a) cause the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account as of the Collateraldate hereof, at the address set forth, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreement. 2.5 The Bank may assign Debtor will not change any of the Indebtedness same or its name without 30 days' prior written notice to and deliver all or any part consent of the Collateral Agent (which consent will not be unreasonably withheld); (e) All Uniform Commercial Code filings required to its assigneeperfect the security interest (to the extent perfectable by such filings) of the Collateral Agent in the Collateral have been made or will be made within one day of the date hereof, who then shall have with respect and evidence thereof has been or will be delivered to the Collateral so delivered all the rights and powers Agent within seven days of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivereddate received by Debtor. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 The Collateral has been acquired (or will be acquired) for use primarily in business. Bank at its option may disburse loan proceeds directly to the seller of any Collateral to be acquired with proceeds of loans from Bank. 2.2 (intentionally deleted) 2.3 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement or assignments of the Collateral as Bank may request. 2.3 Debtor shall be deemed to have warranted that (a) keep adequate records Debtor is the lawful owner of the Collateral and other records as has the right and authority to subject the same to a security interest granted to Bank shall determine to be appropriate; and (b) none of the Collateral is subject to any security interest other than that in favor of Bank and there are no financing statements on file other than in favor of Bank. 2.4 Debtor will keep the Collateral free at all times from any and all claims, liens, security interests and encumbrances other than those in favor of Bank. Debtor will not, without providing prior written notice to Bank, sell, transfer or lease, or permit or suffer to be sold, transferred or leased any or all of the Collateral, except in the ordinary course of business. Bank or its agents or attorneys may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. Debtor shall allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable formotherwise). 2.4 At any time 2.5 Debtor will do all acts and without notice during the continuation things, and will execute all writings reasonably requested by Bank to establish, maintain and continue a perfected and first security interest of an Event of Default, the Bank may (a) cause the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of in the Collateral, and hold will pay on demand all reasonable costs and expenses of searches, filing and recording deemed necessary by Bank to establish, determine or continue the same as Collateral, or apply validity and the same to the Indebtedness, the manner and distribution priority of the application to be in the sole discretion of the Bank; (c) enter into an extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreement. 2.5 The Bank may assign any of the Indebtedness and deliver all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered's security interest. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of (a) the ultimate sale or exchange thereof, or (b) presentation, collection, renewal, or registration of transfer thereof, or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange, such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank's security interest therein or in the proceeds or products thereof unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of Collateral coming into Debtor's possession as a result of any such redelivery shall be held in trust for Bank and forthwith delivered to Bank for application on the Indebtedness. Bank may (if, in its sole discretion, it elects to do so) deliver the Collateral or any part of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from any and all liability or responsibility for such Collateral. 2.7 Debtor acknowledges and agrees that the Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Bank has or may have a lien or security interest for payment of the Indebtedness. 2.8 Debtor will pay promptly and within the time that they can be paid without interest or penalty all taxes, assessments and similar imposts and charges which at any time are or may become, a lien, charge, or encumbrance upon any of the Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Bank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest default rate which could be charged by Bank to Debtor on any Indebtedness. 2.9 Debtor will keep the Collateral in good condition and will safeguard and protect it from loss, damage or deterioration from any cause. Debtor has and will maintain at all times (a) with respect to the Collateral, insurance against fire and other risks customarily insured against under an "all risk" policy and such other risks customarily insured against by persons engaged in similar business to that of Debtor, and (b) public liability insurance and other insurance as may be required by law or reasonably required by Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Bank, naming Bank as additional insured as to the Collateral. Debtor will deliver to Bank evidence satisfactory to Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest default rate which could be charged by Bank to Debtor on any Indebtedness. 2.10 If any of the Collateral (or any records concerning the Collateral) is located or kept by Debtor on leased premises, Debtor will: (a) provide a complete and correct copy of all applicable leases to Bank, (b) furnish or cause to be furnished to Bank from each landlord under such leases a lessor's acknowledgment in form satisfactory to Bank authorizing, on Default, Bank's entry on such premises to enforce its rights and remedies under this Agreement and (c) comply with all such leases. Debtor's rights under all such leases shall further be part of the Collateral, and included in the security interest granted to Bank hereunder. 2.11 Debtor agrees to reimburse Bank upon demand for all fees and expenses incurred by Bank (a) in seeking to collect the Indebtedness or any part of it (through formal or informal collection actions, workouts or otherwise), in defending the validity or priority of its security interest, or in pursuing its rights and remedies under this Agreement or under any other agreement between Bank and Debtor; (b) in connection with any proceeding (including, without limit, bankruptcy, insolvency, administrative, appellate, or probate proceedings or any lawsuit) in which Bank at any time is involved as a result of any lending relationship or other financial accommodation involving Bank and Debtor; or (c) incurred by Bank during the continuance of an Event of Default, which fees and expenses relate to or would not have been incurred but for any lending relationship or other financial accommodation involving Bank and Debtor. The fees and expenses include, without limit, court costs, legal expenses, reasonable attorneys' fees, paralegal fees, internal transfer charges for in-house attorneys and paralegals and other services, and audit expenses. 2.12 Debtor at all times shall be in material compliance with all applicable laws. (a) Debtor is and shall be in material compliance with all Environmental Laws. There are not and will not be Hazardous Materials on, in or under any real or personal property ("Property") now or at any time owned, occupied, or operated by Debtor which in any manner violates any Environmental Law or which could be subject to remediation pursuant to any Environmental Law. Debtor has not disposed of, manufactured, treated, stored, handled, used, transported, or generated Hazardous Materials, and shall not in the future do any of the above acts in violation of any Environmental Law. (b) Debtor shall promptly conduct all investigations, testing, removal and other actions necessary to clean up and remove all Hazardous Materials on or affecting the Property in accordance with all Environmental Laws. These actions will not be deemed to cure any breach of this Section. (c) Debtor shall defend, indemnify and hold harmless Bank, its employees, agents, shareholders, officers, and directors from and against any and all claims, damages, fines, expenses, liabilities or causes of action of whatever kind, including without limit consultant fees, legal expenses, and reasonable attorneys' fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any Environmental Law or of any remediation relating to the Property required by any Environmental Law. (d) Upon twenty (20) ten days notice to Debtor (except in an emergency or where not practical under applicable law), Bank may (but is not obligated to) enter on the Property or take such other actions as it deems appropriate to inspect, test for, clean up, remove, minimize the impact of, or advise governmental agencies of the possible existence of any Hazardous Materials upon Bank's receipt of any notice from any source asserting the existence of any Hazardous Materials in violation of Environmental Laws. All costs and expenses so incurred by Bank, including without limit consultant fees, legal expenses, and reasonable attorneys' fees, shall be payable by Debtor upon demand, together with interest at the highest default rate which could be charged by Bank to Debtor on any Indebtedness. (e) The provisions of this section shall survive the repayment of the Indebtedness, the satisfaction of all other obligations of Debtor to Bank, the discharge or termination by Bank of any lien or security interest from Debtor, and the foreclosure of or exercise of rights as to any Collateral. (f) Debtor acknowledges that there may have been environmental problems with regard to the Property prior to the date hereof, but that any and all such environmental problems have been fully disclosed in writing to Bank. 2.14 Debtor acknowledges and agrees that if any Guaranty is executed by the Debtor in connection with or related to this Agreement, all waivers contained in that Guaranty shall be and are incorporated by reference into this Agreement.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Bank at its option may disburse loan proceeds directly to the seller of any Collateral to be acquired with proceeds of loans from Bank. 2.2 Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 At any time and without notice during the continuation of an Event of Default, the Bank may (a) cause the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreement. 2.5 The Bank may assign any of the Indebtedness and deliver all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of (a) the ultimate sale or exchange thereof, or (b) presentation, collection, renewal, or registration of transfer thereof, or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange, such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank's security interest therein or in the proceeds or products thereof unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of collateral coming into Debtor's possession as a result of any such redelivery shall be held in trust for Bank and forthwith delivered to Bank for application on the Indebtedness. Bank may (if, in its sole discretion, it elects to do so) deliver the Collateral or any part of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from any and all liability or responsibility for such Collateral. 2.7 Debtor acknowledges and agrees that the Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Bank has or may have a lien or security interest for payment of the Indebtedness. 2.8 Debtor shall at the request of Bank (a) mark its records and the Collateral to clearly indxxxxe the security interest of Bank under this Agreement, and (b) deliver to Bank all accounting and other records pertaining to, and all writings evidencing, the Collateral or any portion of it, together with all books, records and documents of Debtor related to it in whatever form kept by Debtor, whether printed or in magnetic tape or discs or in other machine readable form or otherwise, and all forms, programs, software and other materials and instructions necessary or useful to Bank, to monitor the Collateral or enforce its rights under this Agreement. 2.9 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor has the right and authority to subject it to a security interest granted to Bank and (b) none of the Collateral is subject to any security interest other than that in favor of Bank and there are no financing statements on file, other than in favor of Bank. 2.10 Debtor will keep the Collateral free at all times from any and all claims, liens, security interests and encumbrances other than those in favor of Bank. Debtor will not, without the prior written consent of Bank, sell, transfer or lease, or permit or suffer to be sold, transferred or leased, any or all of the Collateral. Bank or its agents or attorneys may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. 2.11 Debtor shall take or cause to be taken and execute or cause to be executed all financing statements, endorsements, assignments and other writings requested by Bank to establish, maintain, reinstate, and/or continue the perfected and first priority status of the security interest of Bank in the Collateral or to implement or further effectuate the terms or purpose of this Agreement, although the failure of the Debtor to do so shall not affect in any way Bank's perfected and first priority security interest in the Collateral, and will on demand pay all costs and expenses of filing and recording, including the costs of any record searches, deemed necessary by Bank from time to time, to establish or determine the validity and the priority of Bank's security interest. Debtor further makes, constitutes and appoints Bank its true and lawful attorney-in-fact with full power of substitution during the continuation of an Event of Default to take any action in furtherance of this Agreement, including, without limitation, the signing of financing statements, endorsing of instruments, and the execution and delivery of all documents and agreements necessary to obtain or accomplish any protection for or collection or disposition of any part of the Collateral. Such appointment shall be deemed irrevocable and coupled with an interest. 2.12 Debtor will pay promptly and within the time that they can be paid without interest or penalty all taxes, assessments and similar imposts and charges which at any time are or may become a lien, charge, or encumbrance upon any of the Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Bank. If Debtor fails to pay any of these taxes, assessments or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest default rate which could be charged by Bank to Debtor on any Indebtedness. 2.13 [Reserved] 2.14 [Reserved] 2.15 Debtor agrees to reimburse Bank upon demand for all fees and expenses incurred by Bank (a) in seeking to collect the Indebtedness or any part of it (through formal or informal collection actions, workouts or otherwise), in defending the validity or priority of its security interest, or in pursuing its rights and remedies under this Agreement or under any other agreement between Bank and Debtor; (b) in connection with any proceeding (including, without limit, bankruptcy, insolvency, administrative, appellate, or probate proceedings or any lawsuit) in which Bank at any time is involved as a result of any lending relationship or other financial accommodation involving Bank and Debtor; or (c) incurred by Bank during the continuance of an Event of Default, which fees and expenses relate to or would not have been incurred but for any lending relationship or other financial accommodation involving Bank and Debtor. The fees and expenses include, without limit, court costs, legal expenses, reasonable attorneys' fees, paralegal fees, internal transfer charges for in-house attorneys and paralegals and other services, and audit expenses. 2.16 Debtor at all times shall be in material compliance with all applicable laws with respect to which Debtor's failure to comply would have a material adverse effect on the value of the Collateral or Bank's rights with respect to the Collateral. 2.17 [Reserved]. 2.18 Debtor acknowledges and agrees that if any Guaranty is executed by the Debtor in connection with or related to this Agreement, all waivers contained in that Guaranty shall be and are incorporated by reference into this Agreement.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Bank, in form and at intervals as Bank may request, any information Bank may reasonably request and allow Bank to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Bank, xxxx its option may disburse loan proceeds directly records and the Collateral to clearly indicate the seller security interest of Bank under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favour of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favour of Bank and Permitted Encumbrances; (c) there are no financing statements on file, other than those in favour of Bank and those filed with respect to Permitted Encumbrances; (d) no person, other than Bank (or any agent on behalf of Bank), has possession and/or control of any Collateral of such nature that perfection of a security interest may be accomplished by possession and/or control; and (e) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor does not have interest in, or title to, any Intellectual Property except as set forth on Schedule “A”. All Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations. 2.4 Debtor will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favour of Bank and Permitted Encumbrances. Debtor will not, without the prior written consent of Bank, sell, transfer or lease, or permit to be acquired sold, transferred or leased, any or all of the Collateral, except for Inventory in the ordinary course of its business and as expressly provided in the Letter Agreement, and will not return any Inventory to its supplier. Bank or its representatives may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. 2.5 Notwithstanding anything to the contrary contained herein (including any provision for, reference to, or acknowledgement of, any encumbrance), nothing herein and no approval by Bank of any encumbrance (whether such approval is verbal or in writing) shall be construed as or deemed to constitute a subordination by Bank of any security interest or other right or interest in or to the Collateral or any part thereof in favour of any encumbrance or any holder of any encumbrance. 2.6 Debtor will do all acts and will execute or cause to be executed all writings requested by Bank to establish, maintain and continue an exclusive first priority, perfected security interest of Bank in the Collateral. Debtor agrees that Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness. 2.7 Debtor shall obtain the written consent of Bank prior to Debtor changing the location of its chief executive office, its principal place of business, its domicile (within the meaning of the Civil Code of Quebec) or its books and records, acquiring any new such locations, or keeping, maintaining or storing any Collateral at any location other than the locations identified in Section 5.19 below. Upon obtaining the written consent of Bank and before changing any such location or acquiring another such location (whether by purchase, lease or otherwise), Debtor shall provide Bank with proceeds such financing statements, financing change statements, charges, assignments, hypothecs, security interests, security agreements, landlord agreements, warehouseman/bailee agreements and other agreements and legal opinions as Bank may reasonably require in order to assure and maintain Bank’s first priority, perfected security interest on the Collateral. 2.8 Debtor will deliver to Bank from time to time promptly upon request any Documents of loans Title, Instruments, Securities and Chattel Paper constituting, representing or relating to Collateral for the purpose of protecting the security interest or the priority of such security of Bank in any such Documents of Title, Instruments, Securities or Chattel Paper. 2.9 Debtor will pay within the time that they are to be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Bank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand therefor, together with interest thereon at the highest lawful default rate which could be charged by Bank on any Indebtedness. 2.10 Debtor will keep the Collateral in good condition and will protect it from loss, damage and deterioration from any cause (ordinary wear and tear excepted). Debtor has and will maintain at all times (a) with respect to the Collateral, insurance under an “all risk” policy against fire and other risks customarily insured against, and (b) general liability insurance and other insurance as may be required by law or reasonably required by Bank, all of which insurance shall be in amount, form and content, and written by companies as may be reasonably satisfactory to Bank, containing, among other things, endorsements acceptable to Bank, including, without limitation, endorsements showing Bank as loss payee and additional insured (as applicable) and endorsements specifying that the insurer must give at least thirty (30) days prior written notice to Bank before amending or cancelling any policy for any reason. Debtor will deliver to Bank immediately upon demand evidence satisfactory to Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Bank on any Indebtedness. 2.11 On each occasion on which Debtor evidences to Bank the account balances on and the nature and extent of the Accounts Receivable, Debtor shall be deemed to have warranted that, except as otherwise indicated by Debtor, (a) each of those Accounts Receivable is valid and enforceable without further performance by Debtor of any act; (b) each of those account balances are in fact owing, (c) to Debtor’s knowledge, there are no set-offs, recoupments, credits, contra accounts, counterclaims or defences against any of those Accounts Receivable, (d) as to any Accounts Receivable paid or satisfied by a note, trade acceptance, draft or other instrument or by any Chattel Paper or document, the same have been endorsed and/or delivered by Debtor to Bank, (e) Debtor has not received with respect to any Account Receivable, any notice of the death of the related account debtor, nor of the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a Receiver (as defined below) for, assignment for the benefit of creditors by, or filing of a petition in bankruptcy by or against, the account debtor, and (f) as to each Account Receivable, the account debtor is not an affiliate of Debtor, the Government of Canada or any department, agency or instrumentality of the Government of Canada or any of its provinces, territories or municipalities, or a citizen or resident of any jurisdiction outside of Canada. Debtor will do all acts and will execute all writings reasonably requested by Bank to perform, enforce performance of, and collect all Accounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any Account Receivable without the prior written consent of Bank, except for modifications and compromises in the ordinary course of business in a manner consistent with past practice made prior to the occurrence of an Event of Default. Debtor shall, at Bank’s request, arrange for verification of Accounts Receivable directly with account debtors or by other methods acceptable to Bank. 2.2 2.12 Debtor at all times shall be in compliance in all material respects with all applicable laws including, without limitation, any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment (“Environmental Laws”). 2.13 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor’s designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange, such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank’s security interest in it or in the proceeds or products of it unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement or financing change statement in form and substance satisfactory to Bank. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Bank and immediately delivered to Bank for application on the Indebtedness. Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from all liability or responsibility for such Collateral. Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement endorsements or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of 2.14 After the Collateral occurrence and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 At any time and without notice during the continuation continuance of an Event of DefaultDefault and without notice, the Bank may (a) cause any or all of the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an any extension, subordination, reorganization, deposit, merger merger, amalgamation or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement; and (d) take any actions in its own name or in Debtor’s name as Bank, in its sole discretion, deems necessary or appropriate to establish exclusive possession and/or control over any Collateral of such nature that perfection of Bank’s security interest may be accomplished by possession and/or control. 2.5 The 2.15 Bank may assign any of the Indebtedness and deliver any or all or any part of the Collateral to its assignee, who then shall have with respect to the such Collateral so delivered all the rights and powers of the Bank under this Agreement. Following any such assignment, and after that the Bank assignor shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If 2.16 [Intentionally Left Blank]. 2.17 Debtor shall defend, indemnify and hold harmless Bank, acting its employees, agents, shareholders, affiliates, officers, and directors from and against any and all claims, damages, fines, expenses, liabilities or causes of action of whatever kind, including without limit consultant fees, legal expenses, and attorney fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limit, Environmental Laws, or of any remediation relating to any property required by any law, including without limit Environmental Laws; provided that the foregoing indemnification shall not be applicable to claims relating to Environmental Laws when arising solely from events or conditions occurring while Bank is in sole possession (subject to rights of any creditors of Debtor) of the applicable Collateral and Debtor shall not be liable for any loss, damages, suits, penalties, costs, liabilities or expenses arising from any act of gross negligence of Bank, its sole discretionagents, redelivers Collateral to Debtor employees, shareholders, affiliates, officers or Debtor's designee for the purpose ofdirectors.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Bank, in form and at intervals as Bank at its option may disburse loan proceeds directly request, any information Bank may reasonably request and allow Bank to examine, inspect, and copy any of Debtor's books and records with respect to the seller Collateral. Debtor shall, at the request of Bank, xxxx its records to clearly indicate the security interest of Bank under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be acquired with proceeds deemed to have warranted that (a) Debtor is the lawful owner of loans from the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favor of Bank and there are no financing statements on file, other than in favor of Bank. 2.2 2.3 Debtor will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Bank. Debtor will not, without the prior written consent of Bank, sell or transfer, or permit to be sold or transferred, any or all of the Collateral. 2.4 Debtor will do all acts and will execute or cause to be executed all writings requested by Bank to establish, maintain and continue a perfected and first security interest of Bank in the Collateral. 2.5 Debtor will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Bank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Bank on any Indebtedness. 2.6 [Intentionally Left Blank] 2.7 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank's security interest in it or in the proceeds or products of it unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of Collateral coming into Debtor's possession as a result of any such redelivery shall be held in trust for Bank and immediately delivered to Bank for application on the Indebtedness. Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from all liability or responsibility for such Collateral. Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement endorsements or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 2.8 At any time and without notice during after the continuation occurrence of an Event of DefaultDefault and without notice, the Bank may (a) cause any or all of the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement. 2.5 The Bank may assign any of the Indebtedness and deliver all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Bank Debtor shall furnish to Agent, in form and at its option intervals as Agent may disburse loan proceeds directly reasonably request, any information Agent may reasonably request and allow the Agent, the Lenders, and their respective agents and representatives to examine, inspect, and copy any of Debtor’s books and records relating to the seller Collateral. Debtor shall, at the request of Agent, xxxx its records and the Collateral to clearly indicate the security interest of Agent under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Agent, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Agent; (b) none of the Collateral is subject to any security interest other than that in favor of Agent; (c) there are no financing statements related to the Collateral on file, other than in favor of Agent; (d) no person, other than Agent, has possession or control (as defined in the Uniform Commercial Code) of any Collateral of such nature that perfection of a security interest may be accomplished by control; and (e) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Agent. Debtor will not, without the prior written consent of Agent, sell, transfer or lease, or permit to be acquired sold, transferred or leased, any or all of the Collateral, except to the extent permitted under the Mortgage Warehousing Agreement. Agent, the Lenders, and their respective agents and representatives may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. 2.4 Debtor will do all acts and will execute or cause to be executed all writings requested by Agent to establish, maintain and continue an exclusive, perfected and first security interest of Agent in the Collateral. Debtor agrees that Agent has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Agent may have a lien or security interest for payment of the Indebtedness. 2.5 Debtor will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Agent. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Agent has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Agent immediately upon demand, together with interest at the Applicable Interest Rate (as defined in the Mortgage Warehousing Agreement) plus three percent (3%). 2.6 Debtor will at all times comply with Section 5.5 of the Mortgage Warehousing Agreement and deliver to Agent immediately upon demand evidence satisfactory to Agent that the owners of the real property, improvements and fixtures that are the subject of the Pledged Mortgage Loans have obtained insurance on such property. 2.7 Debtor will do all acts and will execute all writings requested by Agent to perform, enforce performance of, and collect all Accounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any Account Receivable without the prior written consent of Agent. Agent may at any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Agent without notifying Debtor. Debtor agrees, at Agent’s request, to arrange or cooperate with Agent in arranging for verification of Accounts Receivable. 2.8 Debtor at all times shall be in material compliance with all applicable laws, including without limit any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment (“Environmental Laws”). 2.9 If Agent, acting in its sole discretion, redelivers Collateral to Debtor or Debtor’s designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange; such redelivery shall be in trust for the benefit of Agent and shall not constitute a release of Agent’s security interest in it or in the proceeds or products of it unless Agent specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Agent. Any proceeds of loans Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Agent and immediately delivered to Agent for application on the Indebtedness. Agent may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Agent shall discharge Agent from Bank. 2.2 Bankall liability or responsibility for such Collateral. Agent, at its option, may require delivery of any Collateral to Bank Agent at any time with such endorsement endorsements or assignments of the Collateral as Bank Agent may request. 2.3 Debtor shall (a) keep adequate records 2.10 Without in any way limiting any other rights of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts fromAgent or Lenders elsewhere in this Agreement, or copy any of Debtor's books and records in the Mortgage Warehousing Agreement or other Loan Documents (relating to as defined in the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable formMortgage Warehousing Agreement). 2.4 At , at any time and without notice notice, Agent may, as to Collateral; (a) after the occurrence and during the continuation continuance of an Event of Default, the Bank may (a) cause the any or all of such Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) after the occurrence and during the continuance of an Event of Default, receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the such Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the BankAgent; (c) after the occurrence and during the continuance of an Event of Default, enter into an any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, such Collateral and deposit or surrender control of the Collateral, such Collateral and accept other property in exchange for the such Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement; and (d) take such actions in its own name or in Debtor’s name as Agent, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the Uniform Commercial Code) over any Collateral of such nature that perfection of the Agent’s security interest may be accomplished by control. 2.5 The Bank 2.11 Agent may assign any of the Indebtedness and deliver any or all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank Agent under this Agreement, and after that the Bank Agent shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of

Warranties, Covenants and Agreements. Debtor Guarantor warrants, covenants and agrees as follows: 2.1 Bank 4.1. Guarantor shall furnish to Lender, in form and at its option intervals as Lender may disburse loan proceeds directly reasonably request, any information Lender may request that is reasonably related to the seller Loan and Security Agreement or Loan Documents and allow Lender to examine, inspect, and copy any of Guarantor’s books and records during normal business hours with advanced written notice. Guarantor shall, at the request of Lender, mxxx its records and the Collateral to clearly indicate the security interest of Lender under this Agreement. Lender agrees to give Guarantor notice of its intent to examine, inspect, and copy any of Guarantor’s records. Notwithstanding the foregoing, after the occurrence of and during the continuation of a Material Event of Default, as defined below, no such prior notice shall be required. In that regard (i) any fraud, defalcation or conversion on the part of Guarantor shall be deemed to be a Material Event of Default; and (ii) there shall be no requirement that such fraud, defalcation or conversion be continuing in order to permit Lender to exercise any rights or remedies available to Lender under this Agreement, the Guaranty, the Loan Documents to which Guarantor is a party, or applicable law. 4.2. At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Lender, Guarantor shall be acquired with proceeds of loans from Bank. 2.2 Bank, at its option, may require delivery of any Collateral deemed to Bank at any time with such endorsement or assignments of the Collateral as Bank may request. 2.3 Debtor shall have warranted that (a) keep adequate records Guarantor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Lender; (b) none of the Collateral is subject to any security interest other records as Bank than that of Lender or Permitted Liens;(c) there are no financing statements on file unknown to Lender, other than in favor of Lender or the holders of Permitted Liens; and (d) Guarantor acquired its rights in the Collateral in the ordinary course of its business. 4.3. Guarantor shall determine keep the Collateral free at all times from all claims, liens, security interests, and encumbrances other than (a) those in favor of Lender; (b) the holders of Permitted Liens, or (c) those that are of the same types of liens, security interests or encumbrances listed in the “Permitted Liens” definition of the Loan and Security Agreement without regard to any “Permitted Indebtedness” limitations set forth in such “Permitted Liens” definition. Guarantor shall not, without the prior written consent of Lender, sell, transfer or lease, or permit to be appropriatesold, transferred or leased, any or all of the Collateral, and will not return any Inventory to its supplier. Lender or its representatives may at all times during normal business hours and with advanced written notice inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located; provided, however, that Lender agrees to give Guarantor notice of its intent to inspect the Collateral and enter upon the premises where the Collateral is kept or might be located. Notwithstanding the foregoing, after the occurrence of and during the continuation of a Material Event of Default, no such prior notice shall be required. In that regard (i) any fraud, defalcation, or conversion on the part of Guarantor shall be deemed to be a Material Event of Default; and (ii) there shall be no requirement that such fraud, defalcation or conversion be continuing in order to permit Lender to exercise any rights or remedies available to Lender under this Agreement, the Guaranty, the Loan Documents to which Guarantor is a party, or applicable law. 4.4. Guarantor shall do all acts and or cause to be executed all writings requested by Lender to establish, maintain and continue a perfected and first security interest of Lender in the Collateral except as otherwise specifically agreed by Lender. Guarantor agrees that Lender has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether real property or personal property, to secure payment of the Obligations. 4.5. Guarantor shall pay within the time that they can be paid without interest or penalty, all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral. If Guarantor fails to pay any of these taxes, assessments, or other charges in the time provided above, Lender has the option (but not the obligation) to do so and Guarantor agrees to repay all amounts so expended by Lender immediately upon demand. 4.6. Guarantor shall keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause, excepting only normal wear and tear in the ordinary course of Guarantor’s business. Guarantor has and will maintain at all times (a) with respect to the Collateral, insurance under an “all risk” policy against fire and other risks customarily insured against; and (b) allow Bank public liability insurance and other insurance as may be required by law or required by Lender, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to examineLender, inspect containing a lender’s loss payable endorsement acceptable to lender. Guarantor will deliver to Lender immediately upon demand evidence satisfactory to Lender that the required insurance has been procured. If Guarantor fails to maintain satisfactory insurance, Lender has the option (but not the obligation) to do so and make abstracts fromGuarantor agrees to repay all amounts so expended by Lender immediately upon demand. 4.7. If Guarantor owns Accounts, or copy any then on each occasion on which Guarantor evidences to Lender the account balances on and the nature and extent of Debtor's books the Accounts, Guarantor shall be deemed to have warranted at that time that except as otherwise indicated (and records (relating subject to the Collateral obligation on the part of Guarantor to immediately advise Lender if any such warranty is or otherwise and whether printed has become incorrect due to Guarantor having (i) learned additional facts; or in magnetic tape or discs or in other machine readable form). 2.4 At any time and without notice during the continuation (ii) developments outside of an Event of Default, the Bank may Guarantor’s control) (a) cause the Collateral or each of those Accounts is then valid and enforceable without performance by Guarantor of any portion of it to be transferred to its name or to the name of its nominee or nomineesact; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account each of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be those Accounts balances is in the sole discretion of the Bankfact owing; (c) enter into an extensionthere are no setoffs, subordinationrecoupments, reorganizationcredits, depositcontra accounts, merger counterclaims or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreement. 2.5 The Bank may assign defenses against any of those Accounts of which Guarantor is aware; (d) as to any Accounts represented by a note, trade acceptance, draft or other instrument or by any chattel paper or document, the Indebtedness and deliver all or any part of the Collateral same have been endorsed and/or delivered by Guarantor to its assignee, who then shall have Lender; (e) Guarantor has not received with respect to the Collateral so delivered all the rights and powers any Accounts, any notice of the Bank under this Agreementdeath of the related account debtor, nor the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a receiver for, assignment for the benefit of creditors by, or filing of a petition in bankruptcy by or against, the account debtor; and (f) as to any Accounts, the account debtor is not an affiliate of Guarantor, the United States of America or any department, agency or instrumentality of it, or a citizen or resident of any jurisdiction outside of the United States. Guarantor will do all acts and will execute all writings requested by Lender to perform, enforce performance of, and after that collect all Accounts. Guarantor shall neither make nor permit any modification, compromise, or substitution for any Accounts in any amount without the Bank prior written consent of Lender. Guarantor shall, at Lender’s request, arrange for verification of Accounts directly with the account debtors of Guarantor or by other methods acceptable to lender. 4.8. Guarantor at all times shall be fully discharged from in compliance with all liability and responsibility with respect to the Collateral so deliveredapplicable laws, including, without limitation, any Environmental Laws. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Bank (a) Debtor shall furnish to Agent, in form and at its option intervals as Agent may disburse loan proceeds directly reasonably request, any information Agent may reasonably request and allow the Agent, the Lenders, and their respective agents and representatives to examine, inspect, and copy any of Debtor's books and records relating to the seller Collateral. Debtor shall, at the request of Agent, mxxx its records and the Collateral to clearly indicate the security interest of Agent under this Agreement. (b) At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Agent, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Agent; (b) none of the Collateral is subject to any security interest other than that in favor of Agent; (c) there are no financing statements related to the Collateral on file, other than in favor of Agent; (d) no person, other than Agent, has possession or control (as defined in the Uniform Commercial Code) of any Collateral of such nature that perfection of a security interest may be accomplished by control; and (e) Debtor acquired its rights in the Collateral in the ordinary course of its business. (c) Debtor will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Agent. Debtor will not, without the prior written consent of Agent, sell, transfer or lease, or permit to be acquired sold, transferred or leased, any or all of the Collateral, except to the extent permitted under the Mortgage Warehousing Agreement. Agent, the Lenders, and their respective agents and representatives may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. (d) Debtor will do all acts and will execute or cause to be executed all writings requested by Agent to establish, maintain and continue an exclusive, perfected and first security interest of Agent in the Collateral. Debtor agrees that Agent has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Agent may have a lien or security interest for payment of the Indebtedness. (e) Debtor will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Agent. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Agent has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Agent immediately upon demand, together with interest at the Applicable Interest Rate (as defined in the Mortgage Warehousing Agreement) plus three percent (3%). (f) Debtor will at all times comply with Section 5.5 of the Mortgage Warehousing Agreement and deliver to Agent immediately upon demand evidence satisfactory to Agent that the owners of the real property, improvements and fixtures that are the subject of the Pledged Mortgage Loans have obtained insurance on such property. (g) Debtor will do all acts and will execute all writings requested by Agent to perform, enforce performance of, and collect all Accounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any Account Receivable without the prior written consent of Agent. Agent may at any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Agent without notifying Debtor. Debtor agrees, at Agent's request, to arrange or cooperate with Agent in arranging for verification of Accounts Receivable. (h) Debtor at all times shall be in material compliance with all applicable laws, including without limit any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment (“Environmental Laws”). (i) If Agent, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange; such redelivery shall be in trust for the benefit of Agent and shall not constitute a release of Agent's security interest in it or in the proceeds or products of it unless Agent specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Agent. Any proceeds of loans Collateral coming into Debtor's possession as a result of any such redelivery shall be held in trust for Agent and immediately delivered to Agent for application on the Indebtedness. Agent may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Agent shall discharge Agent from Bank. 2.2 Bankall liability or responsibility for such Collateral. Agent, at its option, may require delivery of any Collateral to Bank Agent at any time with such endorsement endorsements or assignments of the Collateral as Bank Agent may request. 2.3 Debtor shall (aj) keep adequate records Without in any way limiting any other rights of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts fromAgent or Lenders elsewhere in this Agreement, or copy any of Debtor's books and records in the Mortgage Warehousing Agreement or other Loan Documents (relating to as defined in the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable formMortgage Warehousing Agreement). 2.4 At , at any time and without notice notice, Agent may, as to Collateral; (a) after the occurrence and during the continuation continuance of an Event of Default, the Bank may (a) cause the any or all of such Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) after the occurrence and during the continuance of an Event of Default, receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the such Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the BankAgent; (c) after the occurrence and during the continuance of an Event of Default, enter into an any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, such Collateral and deposit or surrender control of the Collateral, such Collateral and accept other property in exchange for the such Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement; and (d) take such actions in its own name or in Debtor's name as Agent, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the Uniform Commercial Code) over any Collateral of such nature that perfection of the Agent's security interest may be accomplished by control. 2.5 The Bank (k) Agent may assign any of the Indebtedness and deliver any or all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank Agent under this Agreement, and after that the Bank Agent shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 At the time any Collateral becomes, or is represented to be, subject to a security interest in favour of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favour of Bank at its option may disburse loan proceeds directly and Permitted Liens; (c) there are no financing statements on file in respect of any of the Collateral, other than those in favour of Bank and those filed with respect to the seller Permitted Liens; and (d) no person, other than Bank (or any agent on behalf of Bank), has possession and/or control of any Collateral to of such nature that perfection of a security interest may be acquired with proceeds of loans from Bankaccomplished by possession and/or control. 2.2 Debtor does not have interest in, or title to, any Intellectual Property except as set forth on Schedule “B.” All Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations. 2.3 Debtor will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favour of Bank and Permitted Liens. Subject to the terms and conditions set forth in Section 5.01(c) of the Credit Agreement, Debtor will permit audits and inspections at premises where the Collateral is kept or might be located. 2.4 Notwithstanding anything to the contrary contained herein (including any provision for, reference to, or acknowledgement of, any encumbrance), nothing herein and no approval by Bank of any encumbrance (whether such approval is verbal or in writing) shall be construed as or deemed to constitute a subordination by Bank of any security interest or other right or interest in or to the Collateral or any part thereof in favour of any encumbrance or any holder of any encumbrance. 2.5 Debtor will do all acts and will execute and/or deliver or cause to be executed and/or delivered all writings requested by Bank to establish, maintain and continue an exclusive perfected and first security interest of Bank in the Collateral. By executing this Agreement and becoming bound by the terms hereof, Debtor expressly authorizes the filing of financing statements and any amendments thereto covering the Collateral, and authorizes Bank or its representatives to take such other actions as may be necessary or appropriate to perfect and maintain Bank’s security interest in the Collateral. Except where prohibited by law, Debtor waives receipt of a copy of any and all PPSA registrations, amendments, renewals and/or discharges. Debtor acknowledges and agrees that Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which Bank may have a lien or security interest for payment of the Indebtedness. 2.6 Debtor shall provide prior written notice to Bank prior to Debtor changing the location of its chief executive office, its principal place of business, its domicile (within the meaning of the Civil Code of Quebec) or its books and records, acquiring any new such locations, or keeping, maintaining or storing any Collateral at any location other than the locations identified in Section 5.19 below. Upon providing such notice to Bank and before changing any such location or acquiring another such location (whether by purchase, lease or otherwise), Debtor shall provide Bank with such financing statements, financing change statements, charges, assignments, hypothecs, security interests, security agreements and other agreements and legal opinions as Bank may reasonably require in order to assure and maintain Bank’s first priority, perfected security interest on the Collateral. 2.7 Debtor will deliver to Bank from time to time promptly upon request any Documents of Title, Instruments, Securities and Chattel Paper constituting, representing or relating to Collateral for the purpose of protecting the security interest or the priority of such security of Bank in any such Documents of Title, Instruments, Securities or Chattel Paper. 2.8 Debtor will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Bank. If Xxxxxx fails to pay any of these taxes, assessments, or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand therefor, together with interest thereon at the highest lawful default rate which could be charged by Bank on any Indebtedness. Any such payments made by Bank shall not constitute (a) any agreement by Bank to make similar payments in the future, or (b) a waiver by Bank of any Event of Default under this Agreement. Bank need not inquire as to, or contest the validity of, any such taxes, assessments and similar charges, and the usual official notice of such taxes, assessments and similar charges shall be conclusive evidence that the same are validly due and owing. Such payments shall constitute Indebtedness secured by this Agreement. 2.9 Debtor will keep the Collateral insured at all times in accordance with the requirements set forth in the Credit Agreement. If Debtor fails to carry any insurance required to be carried by Debtor under the terms of this Credit Agreement, Bank, at its option, may procure and maintain such insurance. The appropriate certificates of all policies of insurance required to be carried under the Credit Agreement will be delivered to Bank upon the Closing Date. Debtor will deliver to Bank a new policy (or certificate if requested by Bank) as replacement for any expiring policy at least 30 days before the date of such expiration. All policies of insurance required by this Section will contain a standard lender loss payee clause in favor of Bank and a waiver of insurer’s right of subrogation against funds paid under the standard lender loss payee endorsement. Debtor hereby assigns to Bank all amounts recoverable under any such policy. The amount collected by Bank will be applied in accordance with the Credit Agreement. 2.10 On each occasion on which Debtor evidences to Bank the account balances on and the nature and extent of the Accounts Receivable, Debtor shall be deemed to have warranted that, except as otherwise indicated by Debtor, (a) each of those Accounts Receivable is valid and enforceable without performance by Debtor of any act; (b) each of those account balances are in fact owing, (c) there are no set-offs, recoupments, credits, contra accounts, counterclaims or defences against any of those Accounts Receivable, (d) as to any Accounts Receivable represented by a note, trade acceptance, draft or other instrument or by any Chattel Paper or document, the same have been endorsed and/or delivered by Debtor to Bank, (e) Debtor has not received with respect to any Account Receivable, any notice of the death of the related account debtor, nor of the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a Receiver (as defined below) for, assignment for the benefit of creditors by, or filing of a petition in bankruptcy by or against, the account debtor, and (f) as to each Account Receivable, except as may be expressly permitted by Bank to the contrary in another document, the account debtor is not an affiliate of Debtor, the Government of Canada or any department, agency or instrumentality of the Government of Canada or any of its provinces, territories or municipalities, or a citizen or resident of any jurisdiction outside of Canada. Debtor will do all acts and will execute all writings requested by Xxxx to perform, enforce performance of, and collect all Accounts Receivable. Debtor will deliver to Bank such documents, instruments and other writings evidencing or otherwise relating to the Accounts Receivable as Bank may reasonably request from time to time. Debtor shall neither make nor permit any modification, compromise or substitution for any Account Receivable without the prior written consent of Bank. Bank may at any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Bank without notifying Debtor. Xxxxxx agrees, at Bank’s request, to arrange or cooperate with Bank in arranging for verification of Accounts Receivable. 2.11 Debtor at all times shall be in compliance with all material applicable laws including, without limitation, any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment (“Environmental Laws”), except to the extent that such non-compliance would not reasonably be expected to result in a material liability for Debtor. 2.12 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor’s designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange, such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank’s security interest in it or in the proceeds or products of it unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor expressly authorizes Bank to file a financing statement or financing change statement in form and substance satisfactory to Bank in respect of such Collateral. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Bank and immediately delivered to Bank for application on the Indebtedness. Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from all liability or responsibility for such Collateral. Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement endorsements or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 2.13 At any time and without notice during following the continuation occurrence and the continuance of an Event of Default, the Bank may may, as to any Collateral (a) cause the any or all of such Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect collect, by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the such Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; and (c) enter into an any extension, subordination, reorganization, deposit, merger merger, amalgamation or consolidation agreement or any other agreement relating to or affecting the such Collateral, and deposit or surrender control of the such Collateral, and accept other property in exchange for the such Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement. At any time and without notice, Bank may take such actions in its own name or in Debtor’s name as Bank, in its sole but reasonable discretion, deems necessary or appropriate to establish exclusive possession and/or control over any Collateral of such nature that perfection of Bank’s security interest may be accomplished by possession and/or control. 2.5 The 2.14 Debtor agrees that no security or guarantee now or later held by Bank may assign for the payment of any indebtedness, whether from Borrowers, any guarantor or otherwise, and whether in the nature of a security interest, pledge, lien, assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise, shall affect in any manner the security interests or other rights or interests of Bank under this Agreement or any of the Indebtedness and deliver all or any part obligations of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank Debtor under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If Bank, acting in its sole discretion, redelivers Collateral without notice to Debtor, may release, exchange, modify, enforce and otherwise deal with any security or guaranty without affecting in any manner the unconditional pledge of Debtor under this Agreement. 2.15 Debtor delivers this Agreement based solely on Debtor’s independent investigation of (or decision not to investigate) the financial condition of Borrowers and is not relying on any information furnished by Bank. 2.16 WITHOUT LIMITING ANY OTHER PROVISIONS OF THIS AGREEMENT, DEBTOR AGREES TO INDEMNIFY AND HOLD BANK HARMLESS FROM AND AGAINST ALL LOSSES, COSTS, DAMAGES, LIABILITIES AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND FEES OF COUNSEL AND DISBURSEMENTS, INCURRED BY BANK IN CONNECTION WITH THIS AGREEMENT AND TRANSACTIONS CONTEMPLATED HEREBY OR BY REASON OF ANY DEFAULT OR EVENT OF DEFAULT, OR ENFORCING THE INDEBTEDNESS OF DEBTOR UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AS APPLICABLE, OR IN EXERCISING ANY RIGHTS OR REMEDIES OF BANK OR IN THE PROSECUTION OR DEFENCE OF ANY ACTION OR PROCEEDING CONCERNING ANY MATTER GROWING OUT OF OR CONNECTED WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE APPLICABLE, AND DEBTOR SHALL NOT BE LIABLE FOR ANY SUCH LOSSES, COSTS, DAMAGES, LIABILITIES OR EXPENSES, TO THE EXTENT (BUT ONLY TO THE EXTENT) THE SAME ARISE OR RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BANK OR ANY OF ITS AGENTS OR EMPLOYEES. THE PROVISIONS OF THIS SECTION SHALL SURVIVE REPAYMENT OF THE INDEBTEDNESS AND SATISFACTION OF ALL OBLIGATIONS OF DEBTOR TO BANK AND TERMINATION OF THIS AGREEMENT. 2.17 Without notice to or by Debtor's designee , and without affecting or impairing the obligations of Debtor hereunder, Bank may, by action or inaction: (a) compromise, settle, extend the duration or the time for the purpose payment of, or discharge the performance of, or may refuse to or otherwise not enforce this Agreement, the Indebtedness, or any part thereof, with respect to Borrowers or any other person; (b) release Borrowers or any other person or grant other indulgences to Borrowers or any other person in respect thereof; (c) amend or modify in any manner and at any time (or from time to time) any documents, instruments or agreements evidencing, governing, securing or otherwise relating to any of the Indebtedness; or (d) release or substitute any guarantor, if any, of the Indebtedness, or enforce, exchange, release, or waive any security for the Indebtedness or any guaranty of the Indebtedness, or any portion thereof. 2.18 Bank shall have all of the rights to seek recourse against Debtor to the fullest extent provided for herein. No election by Bank to proceed in one form of action or proceeding, or against any party, or on any obligation, shall constitute a waiver of Bank’s right to proceed in any other form of action or proceeding or against other parties, unless Bank has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by Bank under any document or instrument evidencing the Indebtedness shall serve to diminish the liability of Debtor under this Agreement, except to the extent that Bank finally and unconditionally shall have realized indefeasible payment by such action or proceeding. 2.19 Debtor hereby (a) acknowledges receiving a copy of this Agreement; and (b) waives all rights to receive from Bank a copy of any financing statement or financing change statement filed, or any verification statement received, at any time in respect of this Agreement.

Warranties, Covenants and Agreements. Each Debtor warrants, covenants and agrees as follows: 2.1 Bank at its option may disburse loan proceeds directly to the seller of any Collateral to be acquired with proceeds of loans from Bank. 2.2 Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral Debtor shall furnish to Agent, in form and other records at reasonable intervals as Bank shall determine to be appropriate; Agent may request, any information Agent may reasonably request and (b) allow Bank Agent, at reasonable times and intervals, to examine, inspect inspect, and make abstracts from, or copy any of Debtor's books and records. Debtor shall, at the request of Agent, xxxx its records and the Collateral to clearly indicate the security interest of Agent under this Agreement. (relating b) At the time any Collateral becomes, or is represented to be, subject to a security interest In favor of Agent, Debtor shall be deemed to have warranted that, other than Permitted Liens: (a) the applicable Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Agent; (b) none of the Collateral is subject to any security interest other than that in favor of Agent; (c) there are no financing statements on file, other than in favor of Agent; and (d) no person, other than Bank, has possession or control (as defined in the UCC) of any Collateral of such nature that perfection of a security interest may be accomplished by control. (c) Debtor will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than Permitted Liens. Debtor will not, without the prior written consent of Agent and the Majority Lenders, sell, transfer or lease, or permit to be sold, transferred or leased, any or all of the Collateral, except to the extent permitted under the terms of the Credit Agreement and other Loan Documents. Agent or its representatives may, after giving Debtor reasonable prior notice (unless a Default or an Event of Default has occurred), at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or otherwise and whether printed or might be located in magnetic tape or discs or in other machine readable form)which case no notice shall be required. 2.4 At (d) Debtor will do all acts and will execute or cause to be executed all writings reasonably requested by Agent to establish, maintain and continue a perfected and first security interest of Agent in the Collateral, subject only to Permitted Liens. Debtor agrees that Agent and the Lenders has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Agent may have a lien or security interest for payment of the Indebtedness. (e) Debtor will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except (a) to the extent contested in good faith and bonded in a manner satisfactory to Agent, (b) to the extent that any such lien, charge or encumbrance is a Permitted Lien and (c) to the extent that the failure to pay such taxes, assessments or similar charges could not reasonably be expected to have a Material Adverse Effect. If Debtor fails to pay any of such taxes, assessments, or other charges in the time provided above, but subject to the exceptions described above, Agent has the option (but not the obligation) to do so and Debtor agrees to repay such amounts so expended by Agent immediately upon demand, together with interest at the default interest rate set forth in Section 2.6 of the Credit Agreement. (f) Debtor will keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause, except to the extent the failure to take such action could not reasonably be expected to have a Material Adverse Effect. Debtor has and will maintain at all times insurance which complies with the terms of the Credit Agreement. Debtor will deliver to Agent, upon reasonable request of Agent, evidence satisfactory to Agent that the required insurance has been procured. If Debtor fails to maintain insurance in accordance with the terms of the Credit Agreement, Agent has the option (but not the obligation) to do so and Debtor agrees to repay all reasonable amounts so expended to Agent immediately upon demand, together with interest at the default interest rate set forth in Section 2.6 of the Credit Agreement. (g) Debtor represents and warrants that: (a) each Account Receivable owned by such Debtor is valid and enforceable without performance by Debtor of any act; (b) each account balance, represented to Bank as due and owing, are in fact owing; (c) except to the extent permitted by the Loan Documents, there are no setoffs, recoupments, credits, contra accounts, counterclaims or defenses against any Accounts Receivable; (d) as to any Account Receivable represented by a note, trade acceptance, draft or other instrument or by any chattel paper or document, the same have been or will be upon the request of Agent, endorsed and/or delivered by Debtor to Agent, provided that Debtor shall not be required to deliver any promissory notes held by its loan servicers on its behalf; (e) Debtor has not received with respect to any Account Receivable, any notice of the death of the related account debtor, nor of the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a receiver for, assignment for the benefit of creditors by, or filing of a petition in bankruptcy by or against, the account debtor; and (f) as to each Account Receivable, except as may be expressly permitted by Agent to the contrary in another document, the account debtor is not an affiliate of Debtor, the United States of America or any department, agency or instrumentality of it, or a citizen or resident of any jurisdiction outside of the United States. Debtor will do all acts and will execute all writings reasonably requested by Agent to perform, enforce performance of, and collect all Accounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any Account Receivable without the prior written consent of Agent, except in the ordinary course of Debtor's business, consistent with such Debtor's practice prior to the date hereof. Subject to all applicable cure or grace periods, upon the occurrence and during the continuation continuance of an Event of Default, Agent may at any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Agent without notifying Debtor. Debtor agrees, at Agent's request, to arrange or cooperate with Agent in arranging for verification of Accounts Receivable. (h) Debtor at all times shall be in strict compliance with all applicable laws, including without limit any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the Bank environment (“Environmental Laws”), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (i) If Agent, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange; such redelivery shall be in trust for the benefit of Agent and shall not constitute a release of Agent's security interest in it or in the proceeds or products of it unless Agent specifically so agrees in writing. Any proceeds of Collateral coming into Debtor's possession as a result of any such redelivery shall be held in trust for Agent and immediately delivered to Agent for application on the Indebtedness. Agent may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Agent shall discharge Agent from all liability or responsibility for such Collateral. With respect to any Collateral consisting of certificated securities, instruments, documents, certificates of title or the like, as to which Agent's security interest need be perfected by, or the priority thereof need be assured by, possession of such Collateral, Debtor will upon demand of Agent deliver possession of same in pledge to Agent, provided that Debtor shall not be required to deliver any promissory notes held by its loan servicers on its behalf. (j) At any time and without notice, Agent may, as to Collateral other than Equipment, Fixtures or Inventory: (1) subject to all applicable cure or grace periods, upon the occurrence of a Default or an Event of Default (a) cause the any or all of such Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateralsuch collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the BankAgent; (c) enter into an any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the such Collateral, and deposit or surrender control of the such Collateral, and accept other property in exchange for the such Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement; and (2) whether or not a Default or an Event of Default has occurred, take such actions in its own name or in Debtor's name as Agent, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of the Bank's security interest may be accomplished by control. 2.5 The Bank (k) Subject to the terms of the Loan Documents, Agent may assign any of the Indebtedness and deliver any or all or any part of the Collateral to its assigneeany successor agent, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank Agent under this Agreement, and after that the Bank Agent shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If Bank(l) Debtor authorizes Agent to file at any time financing statements, acting continuation statements, and amendments thereto that (i) either specifically describe the Collateral or describe the Collateral as all assets of Debtor of the kind pledged hereunder, and (ii) contain any other information required by the UCC for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Debtor is an organization, the type of organization and any organizational identification number issued to Debtor, if applicable. Any such financing statements may be filed at any time in any jurisdiction. Debtor shall from time to time endorse and deliver to Agent, at the request of Agent, all present and future letters of credit of which it is a beneficiary, drafts, instruments (including promissory notes), securities, documents of title, and chattel paper, and other documents that Agent may reasonably request, in form satisfactory to Agent, to perfect and continue perfected Agent's security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents, provided that Debtor shall not be required to deliver any promissory notes held by its sole loan servicers on its behalf. Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where Agent chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, Debtor shall take such steps as Agent reasonably requests for Agent to (i) obtain an acknowledgment, in form and substance satisfactory to Agent, of the bailee that the bailee holds such Collateral for the benefit of Agent, and (ii) obtain “control” of any Collateral consisting of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in the UCC) by causing the securities intermediary or depositary institution or issuing bank to execute a control agreement in form and substance satisfactory to Agent. Debtor will not create any chattel paper without placing a legend on the chattel paper acceptable to Agent indicating that Agent has a security Interest in the chattel paper, except with respect to promissory notes held by its loan servicers on its behalf. Debtor from time to time may deposit with Agent specific cash collateral to secure specific Indebtedness; Debtor authorizes Agent to hold such specific balances in pledge and to decline to honor any drafts thereon or any request by Debtor or any other Person to pay or otherwise transfer any part of such balances for so long as the specific Indebtedness are outstanding. (m) Debtor agrees that no security or guarantee now or later held by Agent for the payment of any Indebtedness, whether from any guarantor, or otherwise, and whether in the nature of a security interest, pledge, lien, assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise, shall affect in any manner the unconditional pledge of Debtor under this Agreement, and Agent, at its reasonable discretion, redelivers Collateral without notice to the undersigned, may release, exchange, modify, enforce and otherwise deal with any security or guaranty without affecting in any manner the unconditional pledge of Debtor under this Agreement. Debtor acknowledges and agrees that Agent has no obligation to acquire or Debtor's designee perfect any lien on or security interest in any assets, whether realty or personalty, or to obtain any guaranty to secure payment of the Indebtedness, and Debtor is not relying upon any guaranty which Agent has or may have or assets in which Agent has or may have a lien or security interest for payment of the purpose ofIndebtedness.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Bank at its option may disburse loan proceeds directly to the seller of any Collateral to be acquired with proceeds of loans from Bank. 2.2 Debtor shall (a) furnish to Bank, in form and at its option, may require delivery of any Collateral to Bank at any time with such endorsement or assignments of the Collateral intervals as Bank may request. 2.3 , information adequate to identify the Inventory, its cost and location, and reports with respect to the acquisition and sale of Inventory; (b) evidence to Bank, in form and at intervals as Bank may request, the account balances and the nature and extent of those Accounts Receivable in which Debtor shall has rights, the names and addresses of all account debtors and reports with respect to the payments on and aging of Accounts Receivable; (ac) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (bd) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form), and only upon an uncured Default or Event of Default (as defined herein) arrange for verification of Accounts Receivable directly with account debtors or by other methods acceptable to Bank. 2.4 At any time and without notice during 2.3 Debtor shall at the continuation request of an Event of Default, the Bank may (a) cause xxxx its records and the Collateral to clearly indicate the security interest of Bank under this Agreement, and (b) deliver to Bank all accounting and other records pertaining to, and all writings evidencing, the Collateral or any portion of it, together with all books, records and documents of Debtor related to it in whatever form kept by Debtor, whether printed or in magnetic tape or discs or in other machine readable form or otherwise, and all forms, programs, software and other materials and instructions necessary or useful to Bank, to monitor the Collateral or enforce its rights under this Agreement. 2.4 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to be transferred a security interest granted to its name or to the name of its nominee or nomineesBank; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreement. 2.5 The Bank may assign any of the Indebtedness and deliver all or any part none of the Collateral is subject to its assigneeany security interest other than that in favor of Bank and there are no financing statements on file, who then shall have with respect to the Collateral so delivered all the rights and powers other than in favor of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of; and

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Bank, in form and at intervals as Bank may request, any information Bank may reasonably request and allow Bank to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Bank, xxxx its option may disburse loan proceeds directly records and the Collateral to clearly indicate the seller security interest of Bank under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favor of Bank; (c) there are no financing statements on file with respect to any of the Collateral, other than in favor of Bank; (d) no person, other than Bank, has possession or control (as defined in the Uniform Commercial Code) of any Collateral of such nature that perfection of a security interest may be accomplished by control; and (e) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Bank. Debtor will not, without the prior written consent of Bank, sell, transfer or lease, or permit to be acquired sold, transferred or leased, any or all of the Collateral. Bank or its representatives may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. 2.4 Debtor will do all acts and will execute or cause to be executed all writings requested by Bank to establish, maintain and continue an exclusive, perfected and first security interest of Bank in the Collateral. Debtor agrees that Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Bank may have a lien or security interest for payment of the Indebtedness. 2.5 Debtor will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Bank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Bank on any Indebtedness. 2.6 Debtor will keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause. Debtor has and will maintain at all times (a) with respect to the Collateral, insurance under an “all risk” policy against fire and other risks customarily insured against, and (b) public liability insurance and other insurance as may be required by law or reasonably required by Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Bank, containing a lender’s loss payable endorsement acceptable to Bank. Debtor will deliver to Bank immediately upon demand evidence satisfactory to Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Bank on any Indebtedness. 2.7 On each occasion on which Debtor evidences to Bank the account balances on and the nature and extent of the Accounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those Accounts Receivable is valid and enforceable without performance by Debtor of any act; (b) each of those account balances are in fact owing, (c) there are no setoffs, recoupments, credits, contra accounts, counterclaims or defenses against any of those Accounts Receivable, (d) as to any Accounts Receivable represented by a note, trade acceptance, draft or other instrument or by any chattel paper or document, the same have been endorsed and/or delivered by Debtor to Bank, (e) Debtor has not received with respect to any Account Receivable, any notice of the death of the related account debtor, nor of the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a receiver for, assignment for the benefit of creditors by, or filing of a petition in bankruptcy by or against, the account debtor, and (f) as to each Account Receivable, except as may be expressly permitted by Bank to the contrary in another document, the account debtor is not an affiliate of Debtor, the United States of America or any department, agency or instrumentality of it, or a citizen or resident of any jurisdiction outside of the United States. Debtor will do all acts and will execute all writings requested by Bank to perform, enforce performance of, and collect all Accounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any Account Receivable without the prior written consent of Bank. Bank may at any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Bank without notifying Debtor. Debtor agrees, at Bank’s request, to arrange or cooperate with Bank in arranging for verification of Accounts Receivable. 2.8 Debtor at all times shall be in strict compliance with all applicable laws, including without limit any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment (“Environmental Laws”). 2.9 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor’s designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange; such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank’s security interest in it or in the proceeds or products of it unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of loans Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Bank and immediately delivered to Bank for application on the Indebtedness. Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from Bank. 2.2 all liability or responsibility for such Collateral. Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement endorsements or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 2.10 At any time and without notice during the continuation of an Event of Defaultnotice, the Bank may may, as to Collateral; (a) cause the any or all of such Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the such Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the such Collateral, and deposit or surrender control of the such Collateral, and accept other property in exchange for the such Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement; and (d) take such actions in its own name or in Debtor’s name as Bank, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the Uniform Commercial Code) over any Collateral of such nature that perfection of the Bank’s security interest may be accomplished by control. 2.5 The 2.11 Bank may assign any of the Indebtedness and deliver any or all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If 2.12 Debtor delivers this Agreement based solely on Debtor’s independent investigation of (or decision not to investigate) the financial condition of Borrower and is not relying on any information furnished by Bank. Debtor assumes full responsibility for obtaining any further information concerning the Borrower’s financial condition, the status of the Indebtedness or any other matter which the undersigned may deem necessary or appropriate now or later. Debtor waives any duty on the part of Bank, acting in its sole discretion, redelivers Collateral and agrees that Debtor is not relying upon nor expecting Bank to disclose to Debtor any fact now or later known by Bank, whether relating to the operations or condition of Borrower, the existence, liabilities or financial condition of any guarantor of the Indebtedness, the occurrence of any default with respect to the Indebtedness, or otherwise, notwithstanding any effect such fact may have upon Debtor’s risk or Debtor's designee for ’s rights against Borrower. Debtor knowingly accepts the purpose offull range of risk encompassed in this Agreement, which risk includes without limit the possibility that Borrower may incur Indebtedness to Bank after the financial condition of Borrower, or Borrower’s ability to pay debts as they mature, has deteriorated. 2.13 Debtor shall defend, indemnify and hold harmless Bank, its employees, agents, shareholders, affiliates, officers, and directors from and against any and all claims, damages, fines, expenses, liabilities or causes of action of whatever kind, including without limit consultant fees, legal expenses, and attorneys fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, arising from or related to any Collateral or Indebtedness, including, without limit, Environmental Laws, or of any remediation relating to any property required by any law, including without limit Environmental Laws, INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.

Warranties, Covenants and Agreements. Debtor A. To induce the Bank to enter into this Agreement and the Credit Agreement, Pledgor represents and warrants, covenants as continuing representations and agrees warranties so long as followsthe Agreement remains in effect, that: 2.1 1. The individual signatory hereto has authority to execute and deliver this Agreement on behalf of Pledgor. 2. No financing statement covering the Collateral, or any part thereof, has been or will be filed with any filing officer, except as required hereunder or as permitted under the Credit Agreement (including the schedules thereto). 3. No other agreement, pledge or assignment covering the Collateral, or any part thereof, has been made and no security interest, other than the one created hereby or pursuant to pledges and security agreements previously made in favor of Bank at its option may disburse loan proceeds directly has or will be attached or is or will be perfected in the Collateral or in any part thereof, except as permitted under the Credit Agreement. 4. No material dispute, right of setoff, counterclaim or defenses exist with respect to any part of the Collateral. 5. All information supplied and statements made in any financial or credit statements or application for credit prior to the seller execution of this Agreement are true and correct as of the date hereof in all material respects. 6. The Collateral (a) constitutes all the present and future membership interests (or other equity interests) in the Company, (b) has been duly authorized and issued to Pledgor, (c) is fully paid and non-assessable, (d) is freely and validly assignable by Pledgor, and (e) is not subject to any option, warrant right to call or commitment of any Collateral to be acquired with proceeds of loans from Bankkind or nature. 2.2 7. At the time Bank’s security interest attaches to any of the Collateral or its proceeds, at Pledgor will be the lawful owner with the right to transfer any interest therein, and that Pledgor will make such further assurances as to prove its option, title to the Collateral as may require be reasonably required and will defend the Collateral and its proceeds against the lawful claims and demands of all persons whomsoever. The delivery of any Collateral to Bank at any time by Pledgor to Bank of Collateral or financing statements covering Collateral shall constitute a representation and warranty by Pledgor under this Agreement that, with respect to such endorsement Collateral, and each item thereof, Pledgor is owner of the Collateral and the matters heretofore warranted in this paragraph II are true and correct. B. Pledgor agrees that: (i) it will not sell, transfer, assign or otherwise dispose of any of the Collateral or any interest therein or offer to do so without the prior written consent of Bank; (ii) it will pay all taxes and assessments upon the Collateral or for its use or operation before any interest or penalty for nonpayment attaches thereto unless said payment is being contested in good faith and it establishes a reserve as required by generally accepted accounting principles; (iii) it will promptly furnish Bank with any information in writing which Bank may reasonably request concerning the Collateral; (iv) it will promptly notify Bank of any material change in any material fact or circumstances warranted or represented by Pledgor in this Agreement in connection with the Collateral or the Indebtedness; (v) it will promptly and properly perform all of its covenants and duties under this Agreement or under any other document or agreement to which it is a party, now or hereafter arising, for or in connection with the Indebtedness or the Collateral; (vi) it will promptly notify Bank of any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Bank, appear in and defend, at Pledgor’s expense, any such action or proceeding; (vii) it will execute such endorsements or assignments of the Collateral as Bank may reasonably request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (bviii) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to it will keep the Collateral free at all times from any and all claims, liens, security interests, and encumbrances other than those in favor of Bank, and shall deliver or otherwise and whether printed cause to be delivered to Bank all certificates or in magnetic tape or discs or in other machine readable form)instruments representing the Collateral. 2.4 At any time and without notice during the continuation of an Event of Default, the C. Bank may (a) cause the Collateral or any portion of it agrees to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be use reasonable care in the sole discretion custody and preservation of the Bank; (c) enter into an extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating Collateral in its possession but assumes no duty to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreementtake steps necessary to preserve rights against prior parties. 2.5 The Bank may assign any of the Indebtedness and deliver all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 D. If Bank, acting in its sole discretion, redelivers Collateral to Debtor Pledgor or Debtor's Pledgor’s designee for the purpose of: (a) the ultimate sale or exchange thereof, or (b) presentation, collection, renewal, or registration of transfer thereof, such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank’s security interest therein or in the proceeds or products thereof unless Bank specifically so agrees in writing. If Pledgor requests any such redelivery, Pledgor will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of Collateral coming into the Pledgor’s possession as a result of any such redelivery shall be held in trust for Bank and forthwith delivered to Bank for application on the Indebtedness. Subject to the terms of the Credit Agreement, Bank may (if, in its sole discretion, it elects to do so) deliver the Collateral or any part of the Collateral to Pledgor, and such delivery by Bank shall discharge Bank from any and all liability or responsibility for such Collateral. E. Pledgor hereby acknowledges it has guaranteed to the Bank the due and punctual payment to the Bank when due, whether by acceleration or otherwise, of the Indebtedness pursuant to that certain Guaranty of even date herewith, including, without limitation, principal, interest (including interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding by or against the Company, whether or not a claim for post-filing or post-petition interest is allowed in such a proceeding), and all other liabilities and obligations, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with the Credit Agreement or the other Loan Documents, whether such Indebtedness is now existing or hereafter arising. Pledgor waives notice of acceptance of this Agreement and presentment, demand, protest, notice of protest, dishonor, notice of dishonor, notice of demand, notice of intent to demand, notice of acceleration, notice of intent to accelerate, notice of default and diligence in collecting any Indebtedness, and agrees that the Bank may modify the terms of borrowing, compromise, extend, increase, accelerate, renew or forbear to enforce payment of any part or all of any Indebtedness, or permit the Company to incur additional Indebtedness, all without notice to Pledgor and without affecting in any manner the Bank’s rights under this Agreement. Except (i) to the extent unenforceable in accordance with applicable law or (ii) in connection with any notice required to be delivered to Pledgor by Bank in accordance with the Loan Documents, Pledgor further waives any and all other notices to which Pledgor might otherwise be entitled. Pledgor acknowledges and agrees that the Bank’s rights under this Agreement are not conditioned upon pursuit by the Bank of any remedy the Bank may have against the Company or any other person or any other security. No invalidity, irregularity or unenforceability of any part or all of the Indebtedness or any documents evidencing the same, by reason of any bankruptcy, insolvency or other law or order of any kind or for any other reasons, and no defense or setoff available at any time to the Company, shall impair, affect or be a defense or setoff to the Bank’s rights under this Agreement. F. Pledgor delivers this Agreement based solely on the Pledgor’s independent investigation of (or decision not to investigate) the financial condition of the Company and the Loan Parties and is not relying on any information furnished by the Bank. Pledgor assumes full responsibility for obtaining any further information concerning the Company’s and each of the Loan Parties’ financial condition, the status of the Indebtedness or any other matter which Pledgor may deem necessary or appropriate now or later. Pledgor waives any duty on the part of Bank, and agrees that it is not relying upon nor expecting the Bank, to disclose to Pledgor any fact now or later known by the Bank, whether relating to the operations or condition of the Company or any Loan Party, the existence, liabilities or financial condition of any guarantor of the Indebtedness, the occurrence of any Default or Event of Default (each as defined in the Credit Agreement) with respect to the Indebtedness, or otherwise, notwithstanding any effect such fact may have upon Pledgor’s risk under this Agreement or the Pledgor’s rights against the Company or any Loan Party. Pledgor knowingly accepts the full range of risk encompassed in this Agreement, which risk includes without limit the possibility that Company or any Loan Party may incur Indebtedness to the Bank after the financial condition of the Company or any Loan Party, or Company’s or any Loan Party’s ability to pay debts as they mature, has deteriorated. G. Pledgor represents that: (a) the Bank has not made any representation to Pledgor as to the creditworthiness of the Company or any Loan Party; and (b) Pledgor has established adequate means of obtaining from the Company or any Loan Party on a continuing basis financial and other information pertaining to the Company’s or any Loan Party’s financial condition. Pledgor acknowledges that the Bank does not have any obligation to keep Pledgor adequately informed of any facts, events or circumstances which might in any way affect the risks of Pledgor under this Agreement. H. Pledgor acknowledges that the effectiveness of this Agreement is not conditioned on any or all of the Indebtedness being guaranteed by anyone else. Subject to the terms of the Credit Agreement, Bank, in its sole discretion, without notice to Pledgor, may release, exchange, enforce and otherwise deal with any security now or later held by the Bank for payment of the Indebtedness without affecting in any manner the Bank’s rights under this Agreement. Pledgor acknowledges and agrees that the Bank does not have any obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Pledgor is not relying upon assets in which Bank has or may have a lien or security interest for payment of the Indebtedness. I. Until all of the Indebtedness has been paid in full, Pledgor irrevocably and absolutely waives any and all rights of subrogation, contribution, indemnification, recourse, reimbursement and any similar rights against the Company or any Loan Party with respect to this Agreement, whether these rights arise under an express or implied contract or by operation of law. It is the intention of the parties that, until all of the Indebtedness has been paid in full, Pledgor shall not be (or be deemed to be) a “creditor” (as defined in Section 101 of the Federal Bankruptcy Code, as the same may be amended) of the Company or any Loan Party (or any other guarantor) by reason of the existence of this Agreement in the event that the Company or any Loan Party becomes a debtor in any proceeding under the Federal Bankruptcy Code. This waiver is given to induce the Bank to enter into certain written contracts with the Company and the Loan Parties included in the Indebtedness. Pledgor warrants and agrees that none of Bank’s rights, remedies or interests shall be directly or indirectly impaired because of any of Pledgor’s status as an “insider” or “affiliate” of the Company or any Loan Party, and Pledgor shall take any action, and shall execute any document, which the Bank may reasonably request in order to effectuate this warranty to the Bank. J. Pledgor shall take or cause to be taken and execute or cause to be executed all financing statements, endorsements, assignments and other writings requested by Bank to establish, maintain, reinstate, and/or continue the perfected and first priority status of the security interest of Bank in the Collateral or implement or further effectuate the terms or purpose of this Agreement, although the failure of Pledgor to do so shall not affect in any way Bank’s perfected and first priority security interest in the Collateral, and will upon request promptly pay all costs and expenses of filing and recording, including the costs of any record searches, deemed necessary by Bank from time to time, to establish or determine the validity and the priority of Bank’s security interest. Pledgor further makes, constitutes and appoints Bank its true and lawful attorney-in-fact with full power of substitution to take any action in furtherance of this Agreement, including, without limitation, the signing of financing statements, endorsing of instruments, and the execution and delivery of all documents and agreements necessary to obtain or accomplish any protection for or collection or disposition of any part of the Collateral. Such appointment shall be deemed irrevocable and coupled with an interest and may be exercised only at any time following the occurrence and during the continuance of an Event of Default. K. Pledgor waives any right to require the Bank to: (a) proceed against any person, including without limit the Company or any Loan Party; (b) proceed against or exhaust any security held from the Company or any Loan Party or any other person; (c) pursue any other remedy in the Banks’ power; or (d) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of Indebtedness held by the Bank as security, in connection with any other obligations or evidences of Indebtedness which continues in whole or in part of the Indebtedness secured under this Agreement, or in connection with the creation of new or additional Indebtedness. L. Pledgor waives any defense based upon or arising by reason of (a) any disability or other defense of the Company, any Loan Party or any other person; (b) the cessation or limitation from any cause, other than final and irrevocable payment in full, of the Indebtedness; (c) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of the Company or any Loan Party or any defect in the formation of the Company or any Loan Party; (d) the application by the Debtor of the proceeds of any Indebtedness for purposes other than the purposes represented by the Company or any Loan Party to Bank or intended or understood by the Bank or any Loan Party or Pledgor; (e) any act or omission by the Bank which directly or indirectly result in or aids the discharge of the Company or any Loan Party or any Indebtedness by operation of law or otherwise; or (f) any modification of the Indebtedness, in any form, including without limit the renewal, extension, acceleration or other change in time for payment of the Indebtedness, or other change in the terms of Indebtedness or any part of it, including without limit increase or decrease of the rate of interest. Pledgor waives any defense Pledgor may have based upon any election of remedies by the Bank which destroys Pledgor’s subrogation rights or Pledgor’s right to proceed against the Company or any Loan Party for reimbursement, including without limit any loss of rights Pledgor may suffer by reason of any rights, powers or remedies of the Company of any Loan Party in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Indebtedness.

Warranties, Covenants and Agreements. Debtor warrantsEach of the Debtors warrant, covenants covenant and agrees agree as follows: 2.1 Debtors shall furnish to Bank, in form and at intervals as Bank may request, any information Bank may reasonably request and allow Bank to examine, inspect, and copy any of Debtors’ books and records. Debtors shall, at its option the request of Bank, xxxx their records and the Collateral to clearly indicate the security interest of Bank under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtors shall be deemed to have warranted that (a) Debtors are the lawful owner of the Collateral and have the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favor of Bank or as permitted under the letter agreement dated June , 2007, between Debtors and Bank, as may disburse loan proceeds directly be amended, restated, supplemented or replaced from time to time (“Permitted Liens”); (c) there are no financing statements on file, other than in favor of Bank or with respect to Permitted Liens; (d) no person, other than Bank, has possession or control (as defined in the seller Uniform Commercial Code) of any Collateral of such nature that perfection of a security interest may be accomplished by control; and (e) Debtors acquired their rights in the Collateral in the ordinary course of its business. 2.3 Debtors will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Bank or with respect to Permitted Liens. Debtors will not, without the prior written consent of Bank, sell, transfer or lease, or permit to be acquired sold, transferred or leased, any or all of the Collateral, except (where inventory is pledged as Collateral) for Inventory in the ordinary course of its business and will not return any Inventory to its supplier. Bank or its representatives may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. 2.4 Debtors will do all acts and will execute or cause to be executed all writings requested by Bank to establish, maintain and continue an exclusive, perfected and first security interest of Bank in the Collateral. Debtors agree that Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtors are not relying upon assets in which the Bank may have a lien or security interest for payment of the Indebtedness. 2.5 Debtors will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Bank. If Debtors fail to pay any of these taxes, assessments, or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtors agree to repay all amounts so expended by Bank within five (5) Business Days after demand by Bank, together with interest at the highest lawful default rate which could be charged by Bank on any Indebtedness. 2.6 Debtors will keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause. Debtors have and will maintain at all times (a) with respect to the Collateral, insurance under an “all risk” policy against fire and other risks customarily insured against, and (b) public liability insurance and other insurance as may be required by law or reasonably required by Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Bank, containing a lender’s loss payable endorsement acceptable to Bank. Debtors will deliver to Bank immediately upon demand evidence satisfactory to Bank that the required insurance has been procured. If Debtors fail to maintain satisfactory insurance, Bank has the option (but not the obligation) to do so and Debtors agree to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Bank on any Indebtedness. 2.7 On each occasion on which Debtors evidence to Bank the account balances on and the nature and extent of the Accounts Receivable, Debtors shall be deemed to have warranted that except as otherwise indicated (a) each of those Accounts Receivable is valid and enforceable without performance by Debtors of any act; (b) each of those account balances are in fact owing, (c) there are no setoffs, recoupments, credits, contra accounts, counterclaims or defenses against any of those Accounts Receivable, (d) as to any Accounts Receivable represented by a note, trade acceptance, draft or other instrument or by any chattel paper or document, the same have been endorsed and/or delivered by Debtors to Bank, (e) Debtors have not received with respect to any Account Receivable, any notice of the death of the related account debtor, nor notice of the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a receiver for, assignment for the benefit of creditors by, or filing of a petition in bankruptcy by or against, the account debtor, and (f) as to each Account Receivable, except as may be expressly permitted by Bank to the contrary in another document, the account debtor is not an affiliate of any of the Debtors, the United States of America or any department, agency or instrumentality of it, or a citizen or resident of any jurisdiction outside of the United States. Debtors will do all acts and will execute all writings reasonably requested by Bank to perform, enforce performance of, and collect all Accounts Receivable. Debtors shall neither make nor permit any modification, compromise or substitution for any Account Receivable without the prior written consent of Bank. Bank may at any time following the occurrence of an Event of Default and from time to time during the continuance thereof, verify Accounts Receivable directly with account debtors or by other methods acceptable to Bank without notifying Debtors. Debtors agree, at Bank’s request, whether or not an Event of Default exists, to arrange or cooperate with Bank in arranging for verification of Accounts Receivable. 2.8 Debtors at all times shall be in material compliance with all applicable laws, including without limit any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment (“Environmental Laws”). 2.9 If Bank, acting in its sole discretion, redelivers Collateral to Debtors or Debtors’ designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange; such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank’s security interest in it or in the proceeds or products of it unless Bank specifically so agrees in writing. If Debtors request any such redelivery, Debtors will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of loans Collateral coming into Debtors’ possession as a result of any such redelivery shall be held in trust for Bank and immediately delivered to Bank for application on the Indebtedness. Bank may (in its sole discretion) deliver any or all of the Collateral to Debtors, and such delivery by Bank shall discharge Bank from Bank. 2.2 all liability or responsibility for such Collateral. Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement endorsements or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 2.10 At any time and without notice during following the continuation occurrence of an Event of DefaultDefault and during the continuance thereof, the and without notice, Bank may may, as to Collateral other than Equipment, Fixtures or Inventory; (a) cause the any or all of such Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the such Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of the Bank; (c) enter into an any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the such Collateral, and deposit or surrender control of the such Collateral, and accept other property in exchange for the such Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement; and (d) take such actions in its own name or in Debtors’ name as Bank, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the Uniform Commercial Code) over any Collateral of such nature that perfection of the Bank’s security interest may be accomplished by control. 2.5 The 2.11 Bank may assign any of the Indebtedness and deliver any or all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If 2.12 Each of the Debtors deliver this Agreement based solely on Debtors’ independent investigation of (or decision not to investigate) the financial condition of Borrower and is not relying on any information furnished by Bank. Debtors assume full responsibility for obtaining any further information concerning the Borrower’s financial condition, the status of the Indebtedness or any other matter which the undersigned may deem necessary or appropriate now or later. Debtors waive any duty on the part of Bank, acting and agrees that Debtors are not relying upon nor expecting Bank to disclose to Debtors any fact now or later known by Bank, whether relating to the operations or condition of Borrower, the existence, liabilities or financial condition of any guarantor of the Indebtedness, the occurrence of any default with respect to the Indebtedness, or otherwise, notwithstanding any effect such fact may have upon Debtors’ risk or Debtors’ rights against Borrower. Debtors knowingly accept the full range of risk encompassed in this Agreement, which risk includes without limit the possibility that Borrower may incur Indebtedness to Bank after the financial condition of Borrower, or Borrower’s ability to pay debts as they mature, has deteriorated. 2.13 Each of the Debtors shall defend, indemnify and hold harmless Bank, its sole discretionemployees, redelivers Collateral agents, shareholders, affiliates, officers, and directors from and against any and all claims, damages, fines, expenses, liabilities or causes of action of whatever kind, including without limit consultant fees, legal expenses, and attorneys fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law by Debtors or any of them, including, without limit, Environmental Laws, or of any remediation relating to Debtor any property required by any law, including without limit Environmental Laws, INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Bank’s gross negligence or Debtor's designee for the purpose ofwillful misconduct.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 The Collateral has been acquired (or will be acquired) for use primarily in business. Bank at its option may disburse loan proceeds directly to the seller of any Collateral to be acquired with proceeds of loans from Bank. 2.2 Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement or assignments All items constituting a part of the Collateral as which are Fixtures under applicable law or which are in fact attached to real estate are described in attached Schedule A (if any) (but the failure by Debtor to attach a Schedule A to this Agreement shall not in any way affect or impair Bank's security interest in Fixtures). There is also set forth in Schedule A (if any) a description of the real estate upon which all these items are located and the name(s) and address(es) of the owner(s) and mortgagee(s) of the real estate. Debtor upon demand of Bank may requestshall furnish Bank with consents or disclaimers filed by all persons having an interest in the real estate (including without limit owners, mortgage holders and lessees) consenting to Bank's security interest and acknowledging its priority or disclaiming any interest in the Collateral. 2.3 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) keep adequate records Debtor is the lawful owner of the Collateral and other records as has the right and authority to subject the same to a security interest granted to Bank shall determine to be appropriate; and (b) except for leases currently in place, none of the Collateral is subject to any security interest other than that in favor of Bank and the lien of Foxmeyer Drug Co. ("Foxmeyer") and there are no financing statements on file other than in favor of such parties. 2.4 Debtor will keep the Collateral free at all times from any and all claims, liens, security interests and encumbrances other than those in favor of Bank and except for leases currently in place and for leased equipment in an amount not to exceed $50,000. Debtor will not, without the prior written consent of Bank, sell, transfer or lease, or permit or suffer to be sold, transferred or leased any or all of the Collateral. Bank or its agents or attorneys may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. Debtor shall allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable formotherwise). 2.4 At any time 2.5 Debtor will do all acts and without notice during the continuation things, and will execute all writings requested by Bank to establish, maintain and continue a perfected and first security interest of an Event of Default, the Bank may (a) cause the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of in the Collateral, and hold will pay on demand all costs and expenses of searches, filing and recording deemed necessary by Bank to establish, determine or continue the same as Collateral, or apply validity and the same to the Indebtedness, the manner and distribution priority of the application to be in the sole discretion of the Bank; (c) enter into an extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of this Agreement. 2.5 The Bank may assign any of the Indebtedness and deliver all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered's security interest. 2.6 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of (a) the ultimate sale or exchange thereof, or (b) presentation, collection, renewal, or registration of transfer thereof, or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange, such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank's security interest therein or in the proceeds or products thereof unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of Collateral coming into Debtor's possession as a result of any such redelivery shall be held in trust for Bank and forthwith delivered to Bank for application on the Indebtedness. Bank may (if, in its sole discretion, it elects to do so) deliver the Collateral or any part of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from any and all liability or responsibility for such Collateral. 2.7 Debtor acknowledges and agrees that the Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtor is not relying upon assets in which the Bank has or may have a lien or security interest for payment of the Indebtedness. 2.8 Debtor will pay promptly and within the time that they can be paid without interest or penalty all taxes, assessments and similar imposts and charges which at any time are or may become, a lien, charge, or encumbrance upon any of the Collateral, except to the extent contested in good faith in a manner satisfactory to Bank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest default rate which could be charged by Bank to Debtor on any Indebtedness. 2.9 Debtor will keep the Collateral in good condition and will safeguard and protect it from loss, damage or deterioration from any cause. Debtor has and will maintain at all times (a) with respect to the Collateral, insurance against fire and other risks customarily insured against under an "all risk" policy and such other risks customarily insured against by persons engaged in similar business to that of Debtor, and (b) public liability insurance and other insurance as may be required by law or reasonably required by Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Bank, naming Bank as sole payee as to the Collateral. Debtor will deliver to Bank evidence satisfactory to Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest default rate which could be charged by Bank to Debtor on any Indebtedness. 2.10 If any of the Collateral (or any records concerning the Collateral) is located or kept by Debtor on leased premises, Debtor will: (a) provide a complete and correct copy of all applicable leases to Bank, (b) furnish or cause to be furnished to Bank from each landlord under such leases a lessor's acknowledgment and subordination in form satisfactory to Bank authorizing, on Default, Bank's entry on such premises to enforce its rights and remedies under this Agreement and (c) comply with all such leases. Debtor's rights under all such leases shall further be part of the Collateral, and included in the security interest granted to Bank hereunder. 2.11 Debtor agrees to reimburse Bank upon demand for all fees and expenses incurred by Bank (a) in seeking to collect the Indebtedness or any part of it (through formal or informal collection actions, workouts or otherwise), in defending the validity or priority of its security interest, or in pursuing its rights and remedies under this Agreement or under any other agreement between Bank and Debtor; (b) in connection with any proceeding (including, without limit, bankruptcy, insolvency, administrative, appellate, or probate proceedings or any lawsuit) in which Bank at any time is involved as a result of any lending relationship or other financial accommodation involving Bank and Debtor; or (c) incurred by Bank during the continuance of an Event of Default, which fees and expenses relate to or would not have been incurred but for any lending relationship or other financial accommodation involving Bank and Debtor. The fees and expenses include, without limit, court costs, legal expenses, reasonable attorneys' fees, paralegal fees, internal transfer charges for in-house attorneys and paralegals and other services, and audit expenses. 2.12 Debtor at all times shall be in strict compliance with all applicable laws. 2.13 Debtor is and shall be in strict compliance with all Environmental Laws. 2.14 Debtor acknowledges and agrees that if any Guaranty is executed by the Debtor in connection with or related to this Agreement, all waivers contained in that Guaranty shall be and are incorporated by reference into this Agreement.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Bank, in form and at intervals as Bank may reasonably request, any information Bank may reasonably request and allow Bank at all times during normal business hours to examine, inspect, and copy any of Debtor's books and records. Debtor shall, at the request of Bank, xxxx its option may disburse loan proceeds directly to records and the seller of any Collateral to be acquired with proceeds clearly indicate the security interest of loans from BankBank under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favor of Bank and Permitted Liens (as defined in attached Exhibit "A") and there are no financing statements on file, other than in favor of Bank and those filed with respect to Permitted Liens; and (c) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than Permitted Liens and those in favor of Bank. Debtor will not, without the prior written consent of Bank, sell, transfer or lease, or permit to be sold, transferred or leased, any or all of the Collateral. Bank or its representatives may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located. 2.4 Debtor will do all acts and will execute or cause to be executed all writings requested by Bank to establish, maintain and continue a perfected and first security interest of Bank in the Collateral. Debtor agrees that Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness. 2.5 Debtor will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner reasonably satisfactory to Bank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest per annum rate applicable to any of the Indebtedness but not in excess of the maximum rate allowed by applicable law. 2.6 Debtor will keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause. Debtor has and will maintain at all times (a) with respect to the Collateral, insurance under an "all risk" policy against fire and other risks customarily insured against, and (b) public liability insurance and other insurance as may be required by law or reasonably required by Bank, all of which insurance shall be in amount, form and content, and written by companies as may be reasonably satisfactory to Bank, containing a lender's loss payable endorsement reasonably acceptable to Bank. Debtor will deliver to Bank immediately upon demand evidence reasonably satisfactory to Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Bank on any Indebtedness. 2.7 Debtor at all times shall be in compliance in all material respects with all applicable laws, including without limit any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment ("Environmental Laws"). 2.8 [Intentionally Left Blank] 2.9 If Bank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor's designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange; such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank's security interest in it or in the proceeds or products of it unless Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of Collateral coming into Debtor's possession as a result of any such redelivery shall be held in trust for Bank and immediately delivered to Bank for application on the Indebtedness. Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Bank shall discharge Bank from all liability or responsibility for such Collateral. Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsement endorsements or assignments of the Collateral as Bank may request. 2.3 Debtor shall (a) keep adequate records of the Collateral and other records as Bank shall determine to be appropriate; and (b) allow Bank to examine, inspect and make abstracts from, or copy any of Debtor's books and records (relating to the Collateral or otherwise and whether printed or in magnetic tape or discs or in other machine readable form). 2.4 At any time and without notice during the continuation of an Event of Default, the 2.10 Bank may (a) following the occurrence and during the continuance of an Event of Default cause any or all of the Collateral or any portion of it to be transferred to its name or to the name of its nominee or nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of the Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of Bank; provided, however, while no Event of Default exists, Debtor may retain cash dividends paid in the Bankordinary course of business with respect to the Collateral; (c) following the occurrence and during the continuance of an Event of Default enter into an any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting the Collateral, and deposit or surrender control of the Collateral, and accept other property in exchange for the Collateral and hold or apply the property or money so received in accordance with the provisions of pursuant to this Agreement. Unless an Event of Default shall have occurred and be continuing, Debtor shall have the exclusive right to exercise all voting power with respect to any shares of stock constituting the Collateral. After any Event of Default shall have occurred and be continuing and Bank has notified Debtor of Bank's intention to exercise its voting power with respect to the Collateral. 2.5 The (i) Bank may exercise (to the exclusion of Debtor) the voting power and all other incidental rights of ownership with respect to any shares of stock constituting Collateral and Debtor hereby grants Bank an irrevocable proxy, exercisable under such circumstances, to vote such Collateral; and (ii) Debtor shall promptly deliver to Bank such additional proxies and other documents as may be necessary to allow Bank to exercise such voting power. 2.11 Bank may assign any of the Indebtedness and deliver any or all or any part of the Collateral to its assignee, who then shall have with respect to the Collateral so delivered all the rights and powers of the Bank under this Agreement, and after that the Bank shall be fully discharged from all liability and responsibility with respect to the Collateral so delivered. 2.6 If 2.12 Debtor delivers this Agreement based solely on Debtor's independent investigation of (or decision not to investigate) the financial condition of Borrower and is not relying on any information furnished by Bank. Debtor assumes full responsibility for obtaining any further information concerning the Borrower's financial condition, the status of the Indebtedness or any other matter which the undersigned may deem necessary or appropriate now or later. Debtor waives any duty on the part of Bank, acting in its sole discretion, redelivers Collateral and agrees that Debtor is not relying upon nor expecting Bank to disclose to Debtor any fact now or later known by Bank, whether relating to the operations or condition of Borrower, the existence, liabilities or financial condition of any guarantor of the Indebtedness, the occurrence of any default with respect to the Indebtedness, or otherwise, notwithstanding any effect such fact may have upon Debtor's risk or Debtor's designee for rights against Borrower. Debtor knowingly accepts the purpose offull range of risk encompassed in this Agreement, which risk includes without limit the possibility that Borrower may incur Indebtedness to Bank after the financial condition of Borrower, or Borrower's ability to pay debts as they mature, has deteriorated. 2.13 Debtor shall defend, indemnify and hold harmless Bank, its employees, agents, shareholders, affiliates, officers, and directors from and against any and all claims, damages, fines, expenses, liabilities or causes of action of whatever kind, including without limit consultant fees, legal expenses, and attorney fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law (other than a violation by Bank), including, without limit, Environmental Laws, or of any remediation relating to any property required by any law, including without limit Environmental Laws.