Common use of Warranties, Covenants and Agreements Clause in Contracts

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured Party, in form and at intervals as Secured Party may request, any information Secured Party may reasonably request and shall allow Secured Party to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured Party, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Secured Party, 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 Secured Party; (b) none of the Collateral is subject to any security interest other than that in favor of Secured Party and there are no financing statements on file, other than in favor of Secured Party; and (c) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, and other than those agreed to by the Secured Party in writing. Debtor will not, without the prior written consent of Secured Party, 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. Secured Party 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 or cause to be executed all writings requested by Secured Party to establish, maintain and continue a perfected and first security interest of Secured Party in the Collateral. Debtor agrees that Secured Party 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 Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 Secured Party. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party has the option (but not the obligation) to do so, and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor 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 Secured Party; all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured Party, containing a lender’s loss payable endorsement acceptable to Secured Party. Debtor will deliver to Secured Party immediately upon demand evidence satisfactory to Secured Party that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on each occasion on which Debtor evidences to Secured Party the account balances on, and the nature and extent of, the accounts, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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, (d) as to any accounts 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 Secured Party, (e) Debtor has not received with respect to any account, any notice of the death 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 each account, 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 Secured Party to perform, enforce performance of, and collect all accounts. Debtor shall neither make nor permit any modification, compromise or substitution for any account without the prior written consent of Secured Party. Debtor shall, at Secured Party’s request arrange for verification of accounts directly with account debtors or by other methods acceptable to Secured Party. 2.8 Debtor at all times shall be in strict compliance 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”). 2.9 If Secured Party, 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 Secured Party and shall not constitute a release of Secured Party’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured Party. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party and immediately delivered to Secured Party for application on the Indebtedness. Secured Party may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party shall discharge Secured Party from all liability or responsibility for such Collateral. Secured Party, at its option, may require delivery of any Collateral to Secured Party at any time with such endorsements or assignments of the Collateral as Secured Party may request. 2.10 At any time and without notice, Secured Party may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such Collateral to be transferred to its name or to the name of its 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 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 Secured Party; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received pursuant to this Agreement. 2.11 Secured Party may assign any of the Indebtedness and deliver any or all the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party under this Agreement, and after that Secured Party shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 Debtor shall defend, indemnify and hold harmless Secured Party, 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 limitation consultant fees, legal expenses, and actual attorneys’ fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitation, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation Environmental Laws.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured PartyBank, in form and at intervals as Secured Party Bank may request, any information Secured Party Bank may reasonably request and shall allow Secured Party Bank to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured PartyBank, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party 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 Secured PartyBank, 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 Secured PartyBank; (b) none of the Collateral is subject to any security interest other than that in favor of Secured Party and Bank; (c) there are no financing statements on file, other than in favor of Secured PartyBank; (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 (ce) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, and other than those agreed to by the Secured Party in writingBank. Debtor will not, without the prior written consent of Secured PartyBank, sell, transfer, 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 Inventory in the ordinary course of its business and will not return any inventory Inventory to its supplier. Secured Party 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 Secured Party Bank to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party Bank in the Collateral. Debtor agrees that Secured Party 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 Secured Party the Bank may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 Secured PartyBank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party Bank has the option (but not the obligation) to do so, so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 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 Secured Party; Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured PartyBank, containing a lender’s loss payable endorsement acceptable to Secured PartyBank. Debtor will deliver to Secured Party Bank immediately upon demand evidence satisfactory to Secured Party Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on On each occasion on which Debtor evidences to Secured Party Bank the account balances on, on and the nature and extent of, of the accountsAccounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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 accountsAccounts Receivable, (d) as to any accounts 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 Secured PartyBank, (e) Debtor has not received with respect to any accountAccount 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 accountAccount 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 Secured Party Bank to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured PartyBank. Debtor shall, at Secured PartyBank’s request request, arrange for verification of accounts Accounts Receivable directly with account debtors or by other methods acceptable to Secured PartyBank. 2.8 Debtor at all times shall be in strict compliance with all applicable laws, including without limitation 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 Secured PartyBank, 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 Secured Party Bank and shall not constitute a release of Secured PartyBank’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured PartyBank. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party Bank and immediately delivered to Secured Party Bank for application on the Indebtedness. Secured Party Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party Bank shall discharge Secured Party Bank from all liability or responsibility for such Collateral. Secured PartyBank, at its option, may require delivery of any Collateral to Secured Party Bank at any time with such endorsements or assignments of the Collateral as Secured Party Bank may request. 2.10 At any time and without notice, Secured Party Bank may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such the Collateral to be transferred to its name or to the name of its 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 such 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 Secured PartyBank; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such the Collateral, and deposit or surrender control of such the Collateral, and accept other property in exchange for such the Collateral and hold or apply the property or money so received 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 Bank’s security interest may be accomplished by control. 2.11 Secured Party Bank may assign any of the Indebtedness and deliver any or all of the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party Bank under this Agreement, and after that Secured Party Bank shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 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, 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 rights against Borrower. Debtor knowingly accepts 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 Debtor shall defend, indemnify and hold harmless Secured PartyBank, 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 limitation limit consultant fees, legal expenses, and actual attorneys’ attorney fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitationlimit, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation limit Environmental Laws.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured PartyBank, in form and at intervals as Secured Party Bank may request, any information Secured Party Bank may reasonably request and shall allow Secured Party Bank to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured PartyBank, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party 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 Secured PartyBank, 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 Secured PartyBank; (b) none of the Collateral is subject to any security interest other than that in favor of Secured Party and Bank; (c) there are no financing statements on file, other than in favor of Secured PartyBank; (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 (ce) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, and other than those agreed to by the Secured Party in writingBank. Debtor will not, without the prior written consent of Secured PartyBank, sell, transfer, 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 Inventory in the ordinary course of its business and will not return any inventory Inventory to its supplier. Secured Party 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 Secured Party Bank to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party Bank in the Collateral. Debtor agrees that Secured Party 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 Secured Party the Bank may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 Secured PartyBank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party Bank has the option (but not the obligation) to do so, so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 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 Secured Party; Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured PartyBank, containing a lender’s loss payable endorsement acceptable to Secured PartyBank. Debtor will deliver to Secured Party Bank immediately upon demand evidence satisfactory to Secured Party Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on On each occasion on which Debtor evidences to Secured Party Bank the account balances on, on and the nature and extent of, of the accountsAccounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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 accountsAccounts Receivable, (d) as to any accounts 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 Secured PartyBank, (e) Debtor has not received with respect to any accountAccount 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 accountAccount 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 Secured Party Bank to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured PartyBank. Debtor shall, Bank may at Secured Party’s request arrange for verification of accounts any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Secured PartyBank 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 limitation 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 Secured PartyBank, 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 Secured Party Bank and shall not constitute a release of Secured PartyBank’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured PartyBank. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party Bank and immediately delivered to Secured Party Bank for application on the Indebtedness. Secured Party Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party Bank shall discharge Secured Party Bank from all liability or responsibility for such Collateral. Secured PartyBank, at its option, may require delivery of any Collateral to Secured Party Bank at any time with such endorsements or assignments of the Collateral as Secured Party Bank may request. 2.10 At any time and without notice, Secured Party may Bank may, as to Collateral other than equipmentEquipment, fixtures Fixtures or inventory Inventory; (a) cause any or all of such Collateral to be transferred to its name or to the name of its 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 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 Secured PartyBank; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received 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. 2.11 Secured Party Bank may assign any of the Indebtedness and deliver any or all of the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party Bank under this Agreement, and after that Secured Party Bank shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 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, 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 rights against Borrower. Debtor knowingly accepts 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 Debtor shall defend, indemnify and hold harmless Secured PartyBank, 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 limitation limit consultant fees, legal expenses, and actual attorneys’ attorneys fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitationlimit, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation 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 warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured PartyBank, in form and at intervals as Secured Party Bank may request, any information Secured Party Bank may reasonably request and shall allow Secured Party Bank to examine, inspect, and copy any of Debtor’s 's books and records. Debtor shall, at the request of Secured PartyBank, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party 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 Secured Party, Bank Debtor shall be deemed to have warranted that 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 Secured PartyBank; (b) none of the Collateral is subject to any security interest other than that in favor of Secured Party and Bank, (c) there are no financing statements on file, other than in favor of Secured PartyBank; (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 maybe accomplished by control; and (ce) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, and other than those agreed to by the Secured Party in writingBank. Debtor will not, without the prior written consent of Secured PartyBank, sell, transfer, transfer or lease, or permit to be sold, transferred or leased, any or all of the Collateral, except (where inventory Inventory is pledged as Collateral) for inventory Inventory in the ordinary course of its business and will not return any inventory Inventory to its supplier. Secured Party 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 Secured Party Bank to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party Bank in the Collateral. Debtor agrees that Secured Party 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 Secured Party the Bank may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 contacted in good faith and bonded in a manner satisfactory to Secured PartyBank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party Bank has the option (but not the obligation) to do so, so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor 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 Secured Party; Bank, all of which insurance shall be in amount, form and content, and written by companies as aa may be satisfactory to Secured PartyBank, containing a lender’s 's loss payable endorsement acceptable to Secured PartyBank. Debtor will deliver to Secured Party Bank immediately upon demand evidence satisfactory to Secured Party Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on On each occasion on which Debtor evidences to Secured Party Bank the account balances on, on and the nature and extent of, of the accountsAccounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated indicated: (a) each of those accounts 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, Accounts Receivable; (d) as to any accounts 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 Secured Party, Bank; (e) Debtor has not received with respect to any accountAccount 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 accountAccount 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 Secured Party Bank to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured PartyBank. Debtor shall, Bank may at Secured Party’s request arrange for verification of accounts any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Secured PartyBank 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 limitation 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 Secured PartyBank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor’s designee 's designees for the purpose of (a) the ultimate sale site 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 Secured Party Bank and shall not constitute a release of Secured Party’s Bank's security interest in it or in the these proceeds or products of it unless Secured Party 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 Secured PartyBank. Any proceeds of Collateral coming into Debtor’s 's possession as a result of any such redelivery shall be held in trust for Secured Party Bank and immediately delivered to Secured Party Bank for application on the Indebtedness. Secured Party Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party Bank shall discharge Secured Party Bank from all liability or responsibility for such Collateral. Secured PartyBank, at its option, may require delivery of any Collateral to Secured Party Bank at any time with such endorsements or assignments of the Collateral as Secured Party Bank may request. 2.10 At any time and without notice, Secured Party may Bank may, as to Collateral other than equipmentEquipment, fixtures Fixtures or inventory Inventory: (a) cause any party or all of such Collateral to be transferred to its name or to the name of its nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums sum and all other distributions at any time payable or receivable on account of 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 Secured PartyBank; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, Collateral and accept other property in exchange for such Collateral and hold or apply the property or money so to received 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. 2.11 Secured Party Bank may assign any of the Indebtedness and deliver any or all of the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party Bank under this Agreement, and after that Secured Party Bank shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 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, 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 Borrow, 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 rights against Borrower. Debtor knowingly accepts 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 Debtor shall defend, indemnify and hold harmless Secured PartyBank, 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 limitation limit consultant fees, legal expenses, and actual attorneys’ attorneys fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitation, limit Environmental Laws, or of any remediation relating to any property required by any law, including without limitation 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 wilful misconduct.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured PartyBank, in form and at intervals as Secured Party Bank may reasonably request, any information Secured Party Bank may reasonably request and shall allow Secured Party Bank at all reasonable times during normal business hours to examine, inspect, and copy any of Debtor’s 's books and records. Debtor shall, at the request of Secured PartyBank, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party 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 Secured PartyBank, 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 Secured PartyBank; (b) none of the Collateral is subject to any security interest other than that in favor of Secured Party Bank and Permitted Liens (as defined in attached Exhibit "A") and there are no financing statements on file, other than in favor of Secured PartyBank 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 confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, Bank and other than those agreed to by the Secured Party in writingPermitted Liens. Debtor will not, without the prior written consent of Secured PartyBank, sell, transfer, 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 Inventory in the ordinary course of its business and except for obsolete or worn out property and property no longer useful in the operation of Debtor's business and will not return any inventory Inventory to its supplier. Secured Party 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 reasonably requested by Secured Party Bank to establish, maintain and continue a perfected and first security interest of Secured Party Bank in the Collateral. Debtor agrees that Secured Party 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 Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 Secured PartyBank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party has the option (but not the obligation) to do so, and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor 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 Secured Party; all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured Party, containing a lender’s loss payable endorsement acceptable to Secured Party. Debtor will deliver to Secured Party immediately upon demand evidence satisfactory to Secured Party that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party 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 (subject to ordinary wear and tear) and will protect it from loss, damage, or deterioration from any cause (other than ordinary wear and tear). 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 Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on On each occasion on which Debtor evidences to Secured Party Bank the account balances on, on and the nature and extent of, of the accountsAccounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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 accountsAccounts Receivable, (d) as to any accounts 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 Secured PartyBank, (e) Debtor has not received with respect to any accountAccount 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 accountAccount 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 jurisdiction outside of the United States. Debtor will do all acts and will execute all writings requested by Secured Party Bank to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured PartyBank. Debtor shall, at Secured Party’s request Bank's request, arrange for verification of accounts Accounts Receivable directly with account debtors or by other methods acceptable to Secured PartyBank. 2.8 Debtor at all times shall be in strict compliance in all material respects with all applicable laws, including without limitation 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 Secured PartyBank, acting in its sole discretion, redelivers Collateral to Debtor or Debtor’s '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 Secured Party Bank and shall not constitute a release of Secured Party’s Bank's security interest in it or in the proceeds or products of it unless Secured Party 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 Secured PartyBank. Any proceeds of Collateral coming into Debtor’s 's possession as a result of any such redelivery shall be held in trust for Secured Party Bank and immediately delivered to Secured Party Bank for application on the Indebtedness. Secured Party Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party Bank shall discharge Secured Party Bank from all liability or responsibility for such Collateral. Secured PartyBank, at its option, may require delivery of any Collateral to Secured Party Bank at any time with such endorsements or assignments of the Collateral as Secured Party Bank may request. 2.10 At Following the occurrence and during the continuance of an Event of Default, at any time and without notice, Secured Party Bank may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such the Collateral to be transferred to its name or to the name of its 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 such 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 Secured PartyBank; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such the Collateral, and deposit or surrender control of such the Collateral, and accept other property in exchange for such the Collateral and hold or apply the property or money so received pursuant to this Agreement. 2.11 Secured Party may assign any of the Indebtedness and deliver any or all the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party under this Agreement, and after that Secured Party shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 Debtor shall defend, indemnify and hold harmless Secured Party, 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 limitation consultant fees, legal expenses, and actual attorneys’ fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitation, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation Environmental Laws.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor Company shall furnish to Secured PartyAgent, in form and at intervals as Secured Party Agent may request, any information Secured Party Agent may reasonably request and shall allow Secured Party Agent to examine, inspect, and copy any of DebtorCompany’s books and records. Debtor Company shall, at the request of Secured PartyAgent, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party Agent under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor favour of Secured PartyAgent, Debtor Company shall be deemed to have warranted that (a) Debtor Company is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Secured PartyBank; (b) none of the Collateral is subject to any security interest other than that in favor favour of Secured Party Bank, and encumbrances listed on Schedule “B” (the “Encumbrances”) and there are no financing statements on file, other than those in favor favour of Secured PartyAgent, and those filed with respect to the Encumbrances; (c) no person, other than Bank, has possession or control of any Collateral of such nature that perfection of a security interest may be accomplished by possession; and (cd) Debtor Company acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that All Intellectual Property applications and registrations are valid and in good standing and Company is the Collateral is owner of the applications and registrations. 2.4 Company will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor favour of Secured PartyAgent and the Encumbrances. Except as expressly permitted under the Loan Agreement dated April 30, 2003 between Company and other than those agreed Comerica Bank (as amended, modified or amended and restated from time to by time, the Secured Party in writing. Debtor “Loan Agreement”), Company will not, without the prior written consent of Secured PartyAgent, sell, transfer, 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 Inventory in the ordinary course of its business and will not return any inventory Inventory to its supplier. Secured Party or Agent and 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 2.5 Company will do all acts and will execute or cause to be executed all writings requested by Secured Party Agent to establish, maintain and continue a perfected and first security interest of Secured Party first priority of Agent in the Collateral. Debtor Company agrees that Secured Party 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 Company is not relying upon assets in which Secured Party Agent may have a lien or security interest for payment of the Indebtedness. Without limiting . 2.6 Company shall obtain the generality written consent of Agent prior to Company changing the location of its chief executive office, its principal place of business, its domicile (within the meaning of the foregoingCivil Code of Quebec) or its books and records, Debtor hereby authorizes Secured Party to prepareacquiring any new such locations, execute or keeping, maintaining or storing any Collateral at any location other than the locations identified in Section 5.18 below. Upon obtaining the written consent of Agent and file all before changing any such location or acquiring another such location (whether by purchase, lease or otherwise), Company shall provide Agent with such financing statements, continuation 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 the Agent’s first priority, perfected security interest on the Collateral. 2.7 Company will deliver to Agent from time to time promptly upon request any Documents of Title, Instruments, Securities and Chattel Paper constituting, representing or other documents or instruments as Secured Party shall determine are necessary or desirable relating to perfect, evidence, continue or otherwise take action in connection with Collateral for the purpose of protecting the security interests granted hereunderinterest or the priority of such security of Agent in any such Documents of Title, Instruments, Securities or Chattel Paper. 2.5 Debtor 2.8 Company will pay within the time that they can 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 and, if required by Agent, bonded in a manner satisfactory to Secured PartyAgent. If Debtor Company fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party Bank has the option (but not the obligation) to do so, so and Debtor Company agrees to repay all amounts so expended by Secured Party Agent immediately upon demanddemand therefor, together with interest thereon at the highest lawful default per annum rate which could be charged applicable to any of the Indebtedness, but not in excess of the maximum rate permitted by Secured Party to Debtor on any indebtednesslaw. 2.6 Debtor 2.9 Company will keep the Collateral in good condition and will protect it from loss, damage, or and deterioration from any cause. Debtor Company 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 Secured Party; Agent, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured PartyBank, containing a lender’s loss payable endorsement acceptable to Secured PartyAgent, showing Bank as additional insured and specifying that the insurer must give at least twenty (20) days notice to Agent before changing or cancelling it policy for any reason. Debtor Company will deliver to Secured Party Agent immediately upon demand evidence satisfactory to Secured Party Agent that the required insurance has been procured. If Debtor Company fails to maintain satisfactory insurance, Secured Party Agent has the option (but not the obligation) to do so and Debtor Company agrees to repay all amounts so expended by Secured Party Agent immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor the Agent on any indebtednessIndebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on 2.10 On each occasion on which Debtor Company evidences to Secured Party Agent the account balances on, on and the nature and extent of, of the Accounts Receivable (“Accounts Receivable” consists of all accounts, Debtor intangibles, chattel paper, contract rights, deposit accounts, documents and instruments), Company shall be deemed to have warranted that except as otherwise indicated by Company (a) each of those accounts Accounts Receivable is valid and enforceable without performance by Debtor Company of any other act; (b) each of those account balances are in fact owing, (c) there are no setoffsset-offs, recoupments, credits, contra accounts, counterclaims or defenses defences against any of those accountsAccounts Receivable, (d) as to any accounts Accounts Receivable represented by a note, trade acceptance, draft or other instrument or by any chattel paper Chattel Paper or document, the same have been endorsed and/or delivered by Debtor Company to Secured PartyAgent, (e) Debtor Company has not received with respect to any accountAccount 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 accountAccount Receivable, the account debtor is not an affiliate of DebtorCompany, the United States of America or any department, agency or instrumentality of itthe government of Canada or any of its provinces, territories or municipalities, or a citizen or resident of any jurisdiction outside of Canada or the United StatesStates of America. Debtor Company will do all acts and will execute all writings reasonably requested by Secured Party Agent to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor Except in the ordinary course of business and in a manner consistent with past practice, Company shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured PartyAgent. Debtor Company shall, at Secured PartyAgent’s request request, arrange for verification of accounts Accounts Receivable directly with account debtors or by other methods reasonably acceptable to Secured PartyAgent. 2.8 Debtor 2.11 Company at all times shall be comply in strict compliance all material respects with all applicable lawslaws including, including without limitation 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”). 2.9 2.12 If Secured PartyAgent, acting in its sole discretion, redelivers Collateral to Debtor Company or DebtorCompany’s designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of or 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 Secured Party Agent and shall not constitute a release of Secured PartyAgent’s security interest in it or in the proceeds or products of it unless Secured Party Agent specifically so agrees in writing. If Debtor Company requests any such redelivery, Debtor Company will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured PartyAgent. Any proceeds of Collateral coming into DebtorCompany’s possession as a result of any such redelivery shall be held in trust for Secured Party Agent and immediately delivered to Secured Party Agent for application on the Indebtedness. Secured Party Agent may (in its sole discretion) deliver any or all of the Collateral to DebtorCompany, and such delivery by Secured Party Agent shall discharge Secured Party Agent from all liability or responsibility for such Collateral. Secured PartyAgent, at its option, may require delivery of any Collateral to Secured Party Agent at any time with such endorsements or assignments of the Collateral as Secured Party Agent may request. 2.10 2.13 At any time following the occurrence of an Event of Default (or at any time with respect to subclause (d) below) and without notice, Secured Party Agent may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such the Collateral to be transferred to its name or to the name of its 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 such 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 Secured PartyAgent; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such the Collateral, and deposit or surrender control of such the Collateral, and accept other property in exchange for such the Collateral and hold or apply the property or money so received pursuant to this Agreement; and (d) take such actions in its own name on the Company’s name as Agent, in its sole discretion, deems necessary or appropriate to establish exclusive possession over any of the Collateral of such nature that perfection of Agent’s security interest may be accomplished by possession. 2.11 Secured Party 2.14 Agent and the Banks may assign any of the Indebtedness and deliver any or all of the Collateral or its interest therein to its assignee, who then shall have with respect to such Indebtedness, Collateral or interest so delivered all the rights and powers of Secured Party Agent under this Agreement. Following any such assignment, and after that Secured Party the Agent shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 Debtor 2.15 Company shall defend, indemnify and hold harmless Secured PartyAgent and the Banks, its their 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 limitation limit consultant fees, legal expenses, and actual attorneys’ attorney fees, suffered by any of them as a direct or indirect result of any actual or asserted violation by Company of any law, including, without limitationlimit, Environmental Laws, or of any remediation relating to any property (to the extent remediation is the responsibility of Company) required by any law, including without limitation limit Environmental Laws.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured Party, in form and at intervals as Secured Party may request, any information Secured Party may reasonably request and shall allow Secured Party to examine, inspect, and copy any of Debtor’s books and records. (a) Debtor shall, at the request of Secured PartyAgent, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party Agent under this Agreement. On the date of this Agreement all certificates evidencing the Collateral will be delivered to Agent, accompanied by assignments (stock powers) duly executed in blank by Debtor, and Debtor agrees to deliver in the future any additional certificates, as may issue from time to time, together with duly executed assignments (stock powers) in blank. 2.2 (b) At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Secured PartyAgent or any Lender, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the has good and valid title to such Collateral and has the right and authority to subject it to a security interest granted to Secured PartyAgent or any Lender; (b) none of the Collateral is subject to any security interest other than that security interests, if any, permitted under the Credit Agreement as Permitted Liens and security interest in favor of Secured Party and Agent or any Lender; (c) there are no financing statements on file, other than financing statements reflecting Permitted Liens and financing statements in favor of Secured PartyAgent; (d) no Person, other than Agent or such Persons with whom Agent has executed a collateral possession and control agreement acceptable to Agent, has possession or control (as defined in the Uniform Commercial Code) of any material Collateral of such nature that perfection of a security interest may be accomplished by possession or control. (c) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and 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 Secured Party, Agent and other than those agreed to by the Secured Party in writing. Debtor will not, without the prior written consent of Secured Party, 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. Secured Party 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 locatedLenders. 2.4 (d) Debtor will do all acts and will execute or cause to be executed all writings requested by Secured Party Agent to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party Agent and the Lenders in the Collateral. Debtor agrees that Secured Party 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 Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 Secured Party. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party has the option (but not the obligation) to do so, and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor 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 Secured Party; all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured Party, containing a lender’s loss payable endorsement acceptable to Secured Party. Debtor will deliver to Secured Party immediately upon demand evidence satisfactory to Secured Party that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on each occasion on which Debtor evidences to Secured Party the account balances on, and the nature and extent of, the accounts, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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, (d) as to any accounts 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 Secured Party, (e) Debtor has not received with respect to any account, any notice of the death 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 each account, 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 Secured Party to perform, enforce performance of, and collect all accounts. Debtor shall neither make nor permit any modification, compromise or substitution for any account without the prior written consent of Secured Party. Debtor shall, at Secured Party’s request arrange for verification of accounts directly with account debtors or by other methods acceptable to Secured Party. 2.8 Debtor at all times shall be in strict compliance 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”). 2.9 If Secured Party, 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 Secured Party and shall not constitute a release of Secured Party’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured Party. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party and immediately delivered to Secured Party for application on the Indebtedness. Secured Party may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party shall discharge Secured Party from all liability or responsibility for such Collateral. Secured Party, at its option, may require delivery of any Collateral to Secured Party at any time with such endorsements or assignments of the Collateral as Secured Party may request. 2.10 At any time and without notice, Secured Party may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such Collateral to be transferred to its name or to the name of its 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 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 Secured Party; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received pursuant to this Agreement. 2.11 Secured Party may assign any of the Indebtedness and deliver any or all the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party under this Agreement, and after that Secured Party shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 Debtor shall defend, indemnify and hold harmless Secured Party, 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 limitation consultant fees, legal expenses, and actual attorneys’ fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitation, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation Environmental Laws.subject to

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured Party, in form and at intervals as Secured Party may request, any information Secured Party may reasonably request and shall allow Secured Party to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured Party, xxxx mxxx its records and the Collateral to clearly indicate the security interest of Secured Party under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Secured Party, 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 Secured Party; (b) none of the Collateral is subject to any security interest other than that those in favor of Secured Party and or (to the extent they exist on the date hereof) in favor of Comerica Bank or CIT Group/Commercial Services, Inc.(collectively, “Permitted Security Interests”); (c) there are no financing statements on file, other than in favor of Secured Party, Comerica Bank and CIT Group/Commercial Services, Inc.; (d) no person, other than Secured Party, Comerica Bank or CIT Group/Commercial Services, Inc, 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 (ce) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, and other than those agreed to by the Secured Party in writingPermitted Security Interests. Debtor will not, without the prior written consent of Secured Party, sell, transfer, 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 Inventory in the ordinary course of its business and will not return any inventory Inventory to its supplier. Secured Party 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 Secured Party to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party in the Collateral. Debtor agrees that Secured Party has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personaltypersonally, to secure payment of the IndebtednessSecured Obligations, and Debtor is not relying upon assets in which the Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunderObligations. 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 Secured Party. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party has the option (but not the obligation) to do so, so and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtednessSecured Obligations. 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 Secured Party; , all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured Party, containing a lender’s loss payable endorsement acceptable to Secured Party. Debtor will deliver to Secured Party immediately upon demand evidence satisfactory to Secured Party that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtednessSecured Obligations. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on On each occasion on which Debtor evidences to Secured Party the account balances on, on and the nature and extent of, of the accountsAccounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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 accountsAccounts Receivable, (d) as to any accounts 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 Secured Party, (e) Debtor has not received with respect to any accountAccount 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 accountAccount Receivable, except as may be expressly permitted by Secured Party 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 itIt, 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 Secured Party to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured Party. Debtor shall, Secured Party may at Secured Party’s request arrange for verification of accounts any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Secured Party without notifying Debtor. Debtor agrees, at Secured Party’s request, to arrange or cooperate with Secured Party in arranging for verification of Accounts Receivable. 2.8 Debtor at all times shall be in strict compliance with all applicable laws, including without limitation 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 Secured Party, 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 Secured Party and shall not constitute a release of Secured Party’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured Party. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party and immediately delivered to Secured Party for application on the IndebtednessSecured Obligations. Secured Party may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party shall discharge Secured Party from all liability or responsibility for such Collateral. Secured Party, at its option, may require delivery of any Collateral to Secured Party at any time with such endorsements or assignments of the Collateral as Secured Party may request. 2.10 At any time and without notice, Secured Party may may, as to Collateral other than equipmentEquipment, fixtures Fixtures or inventory Inventory; (a) cause any or all of such Collateral to be transferred to its name or to the name of its 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 such Collateral, and hold the same as Collateral, or apply the same to the IndebtednessSecured Obligations, the manner and distribution of the application to be in the sole discretion of Secured Party; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received pursuant to this Agreement; and (d) take such actions in its own name or in Debtor’s name as Secured Party, 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 Secured Party’s security interest may be accomplished by control. 2.11 Secured Party may assign any of the Indebtedness Secured Obligations and deliver any or all of the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party under this Agreement, and after that Secured Party shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 [This Section intentionally left blank.] 2.13 Debtor shall defend, indemnify and hold harmless Secured Party, 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 limitation limit consultant fees, legal expenses, and actual attorneys’ attorneys fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitationlimit, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation limit Environmental Laws, INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM SECURED PARTY’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Secured Party’s gross negligence or willful misconduct.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured PartyBank, in form and at intervals as Secured Party Bank may request, any information Secured Party Bank may reasonably request and shall allow Secured Party Bank to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured PartyBank, xxxx its records and the Borrower Collateral to clearly dearly indicate the security interest of Secured Party Bank under this Agreement. 2.2 At the time any Borrower Collateral becomes, or is represented to be, subject to a security interest in favor of Secured PartyBank, Debtor shall be deemed to have warranted that that, except as expressly provided in the Credit Agreement (a) Debtor is the lawful owner of the Borrower Collateral and has the right and authority to subject it to a security interest granted to Secured PartyBank; (b) none of the Borrower Collateral is subject to any security interest other than that in favor of Secured Party Bank and Permitted Liens (as defined in the Credit Agreement); (c) there are no financing statements on file, other than in favor of Secured PartyBank and Permitted Liens; (d) no person, other than Bank, has possession or control (as defined in the Uniform Commercial Code) of any Borrower Collateral of such nature that perfection of a security interest may be accomplished by control; and (ce) Debtor acquired its rights in the Borrower Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and will keep the Borrower Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, Bank and other than those agreed to by the Secured Party in writingPermitted Liens. Debtor will not, without the prior written consent of Secured PartyBank, sell, transfer, transfer or lease, or permit to be sold, transferred or leased, any or all of the Borrower Collateral, except (where inventory is pledged as Collateral) for inventory Inventory in the ordinary course of its business and will not return any inventory to its supplieror as otherwise expressly permitted by the Credit Agreement. Secured Party Bank or its representatives may at all reasonable times inspect the Borrower Collateral and may enter upon all premises where the Borrower 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 Secured Party Bank to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party Bank in the Borrower Collateral, subject only to Permitted Liens. Debtor agrees that Secured Party 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 Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 Borrower Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Secured PartyBank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party Bank has the option (but not the obligation) to do so, so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.6 Debtor will keep the Borrower Collateral in good condition and will protect it from loss, damage, or deterioration from any causecause in all material respects. Debtor has and will maintain at all times (a) with respect to the Borrower 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 Secured Party; Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured PartyBank, containing a lender’s loss payable endorsement acceptable to Secured PartyBank. Debtor will deliver to Secured Party Bank immediately upon demand evidence satisfactory satisfactory, to Secured Party Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on On each occasion on which Debtor evidences to Secured Party Bank the account balances on, on and the nature and extent of, of the accountsAccounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts Accounts Receivable is valid and enforceable without performance by Debtor of 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 asserted against any of those accountsAccounts Receivable, (d) as to any accounts 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 Secured PartyBank, (e) Debtor has not received with respect to any accountAccount 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 accountAccount Receivable, except as has been disclosed to Bank, 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 Secured Party to perform, enforce performance of, and collect all accounts. Debtor shall neither make nor permit any modification, compromise or substitution for any account without the prior written consent of Secured Party. Debtor shall, at Secured Party’s request arrange for verification of accounts directly with account debtors or by other methods acceptable to Secured Party. 2.8 Debtor at all times shall be in strict compliance 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”). 2.9 If Secured Party, 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 Secured Party and shall not constitute a release of Secured Party’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured Party. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party and immediately delivered to Secured Party for application on the Indebtedness. Secured Party may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party shall discharge Secured Party from all liability or responsibility for such Collateral. Secured Party, at its option, may require delivery of any Collateral to Secured Party at any time with such endorsements or assignments of the Collateral as Secured Party may request. 2.10 At any time and without notice, Secured Party may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such Collateral to be transferred to its name or to the name of its 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 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 Secured Party; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received pursuant to this Agreement. 2.11 Secured Party may assign any of the Indebtedness and deliver any or all the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party under this Agreement, and after that Secured Party shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 Debtor shall defend, indemnify and hold harmless Secured Party, 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 limitation consultant fees, legal expenses, and actual attorneys’ fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitation, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation Environmental Laws.United

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured PartyBank, in form and at intervals as Secured Party Bank may request, any information Secured Party Bank may reasonably request and shall allow Secured Party Bank to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured PartyBank, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party 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 Secured PartyBank, Debtor shall be deemed to have warranted that 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 Secured PartyBank; (b) none of the Collateral is subject to any security interest other than that in favor of Secured Party Bank and Permitted Liens (as defined in the Credit Agreement); (c) there are no financing statements on file, other than in favor of Secured PartyBank and evidencing Permitted Liens; (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, Permitted Liens excepted; and (ce) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, Bank and other than those agreed to by the Secured Party in writingPermitted Liens. Debtor will not, without the prior written consent of Secured PartyBank, sell, transfer, 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 Inventory in the ordinary course of its business and the grant of licenses in intellectual property in the ordinary course of business and will not return any inventory Inventory (other than defective Inventory) to its supplier. Secured Party 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 Secured Party Bank to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party Bank in the Collateral, subject only to Permitted Liens. Debtor agrees that Secured Party 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 Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 Secured PartyBank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party except to the extent contested in good faith and bonded in a manner reasonably satisfactory to Bank. Bank has the option (but not the obligation) to do so, so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.6 Debtor will keep the Collateral in good condition condition, normal wear and tear and obsolescence excepted, and will protect it from loss, damage, or deterioration from any causeusing commercially reasonable efforts. 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 Secured Party; Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured PartyBank, containing a lender’s loss payable endorsement acceptable to Secured PartyBank. Debtor will deliver to Secured Party Bank immediately upon demand evidence satisfactory to Secured Party Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party insurance Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party to Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on On each occasion on which Debtor evidences to Secured Party Bank the account balances on, on and the nature and extent of, of the accountsAccounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated indicated: (a) each of those accounts Accounts Receivable is valid and enforceable without performance by Debtor of any actsubject to customary acceptance testing and warranty obligations; (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, Accounts Receivable; (d) as to any accounts 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 Secured Party, Bank; and (e) Debtor has not received with respect to any accountAccount 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, 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 Secured Party Bank to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured PartyBank, such consent not to be unreasonably withheld. Debtor shall, [Bank may at Secured Party’s request arrange for verification of accounts any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Secured PartyBank 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 in all material respects, with all applicable laws, including without limitation 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 Secured PartyBank, 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 Secured Party Bank and shall not constitute a release of Secured PartyBank’s security interest in it or in the proceeds or products of it unless Secured Party Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request a duly duty executed financing statement in form and substance satisfactory to Secured PartyBank. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party Bank and immediately delivered to Secured Party Bank for application on the IndebtednessIndebtedness in accordance with the applicable provisions of the Loan Documents. Secured Party Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party Bank shall discharge Secured Party Bank from all liability or responsibility for such Collateral. Secured PartyAt any time and without notice after the occurrence of an Event of Default and until such Event of Default has been cured or waived (a “Continuing Event of Default”), Bank, at its option, may require delivery of any Collateral to Secured Party Bank at any time with such endorsements or assignments of the Collateral as Secured Party Bank may request. 2.10 At any time and without noticenotice during a Continuing Event of Default, Secured Party may Bank may, as to Collateral other than equipmentEquipment, fixtures Fixtures or inventory Inventory: (a) cause any or all of such Collateral to be transferred to its name or to the name of its 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 such Collateralcollateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in accordance with the sole discretion applicable provisions of Secured Partythe Loan Documents; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received 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. 2.11 Secured Party Bank may assign any of the Indebtedness and deliver any or all of the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party Bank under this Agreement, and after that Secured Party Bank shall be fully discharged from all further liability and responsibility with respect to Collateral so delivered. 2.12 Debtor shall defend, indemnify and hold harmless Secured PartyBank, 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 limitation limit reasonable consultant fees, legal expenses, and actual attorneys’ attorneys fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitationlimit, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation limit Environmental Lawslaws, 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 warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured PartyBank, in form and at intervals as Secured Party Bank may request, any information Secured Party Bank may reasonably request and shall allow Secured Party Bank to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured PartyBank, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party 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 Secured PartyBank, 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 Secured PartyBank; (b) none of the Collateral is subject to any security interest other than that in favor of Secured Party and Bank; (c) there are no financing statements on file, other than in favor of Secured PartyBank; (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 (ce) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, and other than those agreed to by the Secured Party in writingBank. Debtor will not, without the prior written consent of Secured PartyBank, sell, transfer, 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 Inventory in the ordinary course of its business and will not return any inventory Inventory to its supplier. Secured Party 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 Secured Party Bank to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party Bank in the Collateral. Debtor agrees that Secured Party 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 Secured Party the Bank may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 Secured PartyBank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party Bank has the option (but not the obligation) to do so, and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.6 Debtor will keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause, normal 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) public liability insurance and other insurance as may be required by law or reasonably required by Secured Party; Bank, all of which insurance shall be in amount, form and content, and written by companies as may be reasonably satisfactory to Secured PartyBank, containing a lender’s loss payable endorsement acceptable to Secured PartyBank. Debtor will deliver to Secured Party Bank immediately upon demand evidence satisfactory to Secured Party Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. TEXAS FINANCE CODE § 307.052 COLLATERAL PROTECTION INSURANCE NOTICE: (A) DEBTOR IS REQUIRED TO: (i) KEEP THE COLLATERAL INSURED AGAINST DAMAGE IN THE AMOUNT EQUAL TO THE DEBTOR’S INDEBTEDNESS TO BANK; (ii) PURCHASE THE INSURANCE FROM AN INSURER THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE OF TEXAS OR AN ELIGIBLE SURPLUS LINES INSURER; AND (iii) NAME THE BANK AS THE PERSON TO BE PAID UNDER THE POLICY IN THE EVENT OF LOSS; (B) DEBTOR MUST, IF REQUIRED BY BANK, DELIVER TO BANK A COPY OF THE POLICY AND PROOF OF THE PAYMENT OF PREMIUMS; AND (C) IF DEBTOR FAILS TO MEET ANY REQUIREMENT LISTED IN CLAUSE (A) OR (B) ABOVE, THE BANK MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF THE DEBTOR AT THE DEBTOR’S EXPENSE. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on On each occasion on which Debtor evidences to Secured Party Bank the account balances on, on and the nature and extent of, of the accountsAccounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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 accountsAccounts Receivable, (d) as to any accounts 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 Secured PartyBank, (e) Debtor has not received with respect to any accountAccount Receivable, any notice of the death of the related account debtor, nor or 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 accountAccount 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 Secured Party Bank to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured PartyBank. Debtor shall, at Secured PartyBank’s request request, arrange for verification of accounts Accounts Receivable directly with account debtors or by other methods acceptable to Secured PartyBank. 2.8 Debtor at all times shall be in strict material compliance with all applicable laws, including without limitation 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 Secured PartyBank, 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 Secured Party Bank and shall not constitute a release of Secured PartyBank’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured PartyBank. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party Bank and immediately delivered to Secured Party Bank for application on the Indebtedness. Secured Party Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party Bank shall discharge Secured Party Bank from all liability or responsibility for such Collateral. Secured PartyBank, at its option, may require delivery of any Collateral to Secured Party Bank at any time with such endorsements or assignments of the Collateral as Secured Party Bank may request. 2.10 At any time and without notice, Secured Party Bank may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such the Collateral to be transferred to its name or to the name of its 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 such 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 Secured PartyBank; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such the Collateral, and deposit or surrender control of such the Collateral, and accept other property in exchange for such the Collateral and hold or apply the property or money so received 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. 2.11 Secured Party Bank may assign any of the Indebtedness and deliver any or all of the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party Bank under this Agreement, and after that Secured Party Bank shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 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, 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 rights against Borrower. Debtor knowingly accepts 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 Debtor shall defend, indemnify and hold harmless Secured PartyBank, 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 limitation limit consultant fees, legal expenses, and actual attorneys’ fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitationlimit, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation 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 warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured PartyBank, in form and at intervals as Secured Party Bank may request, any information Secured Party Bank may reasonably request and shall allow Secured Party Bank to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured PartyBank, xxxx its records and the BSST Collateral to clearly indicate the security interest of Secured Party Bank under this Agreement. 2.2 At the time any BSST Collateral becomes, or is represented to be, subject to a security interest in favor of Secured PartyBank, Debtor shall be deemed to have warranted that that, except as expressly provided in the Credit Agreement (a) Debtor is the lawful owner of the BSST Collateral and has the right and authority to subject it to a security interest granted to Secured PartyBank; (b) none of the BSST Collateral is subject to any security interest other than that in favor of Secured Party Bank and Permitted Liens (as defined in the Credit Agreement); (c) there are no financing statements on file, other than in favor of Secured PartyBank and Permitted Liens; (d) no person, other than Bank, has possession or control (as defined in the Uniform Commercial Code) of any BSST Collateral of such nature that perfection of a security interest may be accomplished by control; and (ce) Debtor acquired its rights in the BSST Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and will keep the BSST Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, Bank and other than those agreed to by the Secured Party in writingPermitted Liens. Debtor will not, without the prior written consent of Secured PartyBank, sell, transfer, transfer or lease, or permit to be sold, transferred or leased, any or all of the BSST Collateral, except (where inventory is pledged as Collateral) for inventory Inventory in the ordinary course of its business and will not return any inventory to its supplieror as otherwise expressly permitted by the Credit Agreement. Secured Party Bank or its representatives may at all reasonable times inspect the BSST Collateral and may enter upon all premises where the BSST 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 Secured Party Bank to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party Bank in the CollateralBSST Collateral subject only to Permitted Liens. Debtor agrees that Secured Party 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 Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 BSST Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Secured PartyBank. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party Bank has the option (but not the obligation) to do so, so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.6 Debtor will keep the BSST Collateral in good condition and will protect it from loss, damage, or deterioration from any causecause in all material respects. Debtor has and will maintain at all times (a) with respect to the BSST 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 Secured Party; Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured PartyBank, containing a lender’s loss payable endorsement acceptable to Secured PartyBank. Debtor will deliver to Secured Party Bank immediately upon demand evidence satisfactory to Secured Party that Bank that, the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party Bank has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor Bank on any indebtednessIndebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on On each occasion on which Debtor evidences to Secured Party Bank the account balances on, on and the nature and extent of, of the accountsAccounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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 asserted against any of those accountsAccounts Receivable, (d) as to any accounts 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 Secured PartyBank, (e) Debtor has not received with respect to any accountAccount 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 accountAccount Receivable, except as has been disclosed to Bank, 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 Secured Party Bank to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor shall neither make nor permit any material modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured PartyBank. Debtor shall, at Secured PartyBank’s request request, arrange for verification of accounts Accounts Receivable directly with account debtors or by other methods acceptable to Secured PartyBank. 2.8 Debtor at all times shall be in strict compliance in all material respects with all applicable laws, including without limitation 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”)) in all material respects. 2.9 If Secured PartyBank, acting in its sole discretion, redelivers BSST 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 Secured Party Bank and shall not constitute a release of Secured PartyBank’s security interest in it or in the proceeds or products of it unless Secured Party Bank specifically so agrees in writing. If Debtor requests any such redelivery, Debtor will deliver with such request if requested by Bank a duly executed financing statement in form and substance satisfactory to Secured PartyBank. Any proceeds of BSST Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party Bank and immediately delivered to Secured Party Bank for application on the Indebtedness. Secured Party Bank may (in its sole discretion) deliver any or all of the BSST Collateral to Debtor, and such delivery by Secured Party Bank shall discharge Secured Party Bank from all liability or responsibility for such BSST Collateral. Secured PartyBank, at its option, may require delivery of any BSST Collateral to Secured Party Bank at any time with such endorsements or assignments of the BSST Collateral as Secured Party Bank may request. 2.10 At any time and without noticenotice after the occurrence and during the continuance of an Event of Default, Secured Party Bank may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such the BSST Collateral to be transferred to its name or to the name of its 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 such the BSST Collateral, and hold the same as BSST Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of Secured PartyBank; and (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such the BSST Collateral, and deposit or surrender control of such the BSST Collateral, and accept other property in exchange for such the BSST Collateral and hold or apply the property or money so received pursuant to this Agreement. In addition, 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 discretion, deems necessary or appropriate to establish exclusive control (as defined in the Uniform Commercial Code) over any BSST Collateral of such nature that perfection of Bank’s security interest may be accomplished by control. 2.11 Secured Party Bank may assign any of the Indebtedness and deliver any or all of the BSST Collateral to its assignee, who then shall have with respect to BSST Collateral so delivered all the rights and powers of Secured Party Bank under this Agreement, and after that Secured Party Bank shall be fully discharged from all liability and responsibility with respect to BSST Collateral so delivered. 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, 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 rights against Borrower. Debtor knowingly accepts 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 Debtor shall defend, indemnify and hold harmless Secured PartyBank, 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 limitation limit consultant fees, legal expenses, and actual attorneys’ attorney fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any lawlaw that is or may be applicable to Debtor, including, without limitationlimit, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation limit Environmental Laws.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured Party, in form and at intervals as Secured Party may request, any information Secured Party may reasonably request and shall allow Secured Party to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured Party, xxxx mxxx its records and the Collateral to clearly indicate the security interest of Secured Party under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Secured Party, 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 Secured Party; (b) none of the Collateral is subject to any security interest other than that those in favor of Secured Party and or (to the extent they exist on the date hereof) in favor of Comerica Bank or CIT Group/Commercial Services, Inc.(collectively, “Permitted Security Interests”); (c) there are no financing statements on file, other than in favor of Secured Party, Comerica Bank and CIT Group/Commercial Services, Inc.; (d) no person, other than Secured Party, Comerica Bank or CIT Group/Commercial Services, Inc, 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 (ce) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, and other than those agreed to by the Secured Party in writingPermitted Security Interests. Debtor will not, without the prior written consent of Secured Party, sell, transfer, 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 Inventory in the ordinary course of its business and will not return any inventory Inventory to its supplier. Secured Party 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 Secured Party to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party in the Collateral. Debtor agrees that Secured Party has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personaltypersonally, to secure payment of the IndebtednessSecured Obligations, and Debtor is not relying upon assets in which the Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunderObligations. 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 Secured Party. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party has the option (but not the obligation) to do so, so and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtednessSecured Obligations. 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 Secured Party; , all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured Party, containing a lender’s loss payable endorsement acceptable to Secured Party. Debtor will deliver to Secured Party immediately upon demand evidence satisfactory to Secured Party that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtednessSecured Obligations. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on On each occasion on which Debtor evidences to Secured Party the account balances on, on and the nature and extent of, of the accountsAccounts Receivable, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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 accountsAccounts Receivable, (d) as to any accounts 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 delivered-by Debtor to Secured Party, (e) Debtor has not received with respect to any accountAccount 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 accountAccount Receivable, except as may be expressly permitted by Secured Party 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 itIt, 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 Secured Party to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured Party. Debtor shall, Secured Party may at Secured Party’s request arrange for verification of accounts any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Secured Party without notifying Debtor. Debtor agrees, at Secured Party’s request, to arrange or cooperate with Secured Party in arranging for verification of Accounts Receivable. 2.8 Debtor at all times shall be in strict compliance with all applicable laws, including without limitation 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 Secured Party, 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 Secured Party and shall not constitute a release of Secured Party’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured Party. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party and immediately delivered to Secured Party for application on the IndebtednessSecured Obligations. Secured Party may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party shall discharge Secured Party from all liability or responsibility for such Collateral. Secured Party, at its option, may require delivery of any Collateral to Secured Party at any time with such endorsements or assignments of the Collateral as Secured Party may request. 2.10 At any time and without notice, Secured Party may may, as to Collateral other than equipmentEquipment, fixtures Fixtures or inventory Inventory; (a) cause any or all of such Collateral to be transferred to its name or to the name of its 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 such Collateral, and hold the same as Collateral, or apply the same to the IndebtednessSecured Obligations, the manner and distribution of the application to be in the sole discretion of Secured Party; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received pursuant to this Agreement; and (d) take such actions in its own name or in Debtor’s name as Secured Party, 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 Secured Party’s security interest may be accomplished by control. 2.11 Secured Party may assign any of the Indebtedness Secured Obligations and deliver any or all of the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party under this Agreement, and after that Secured Party shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 [This Section intentionally left blank.] 2.13 Debtor shall defend, indemnify and hold harmless Secured Party, 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 limitation limit consultant fees, legal expenses, and actual attorneys’ attorneys fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitationlimit, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation limit Environmental Laws, INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM SECURED PARTY’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Secured Party’s gross negligence or willful misconduct.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor Company shall furnish to Secured PartyAgent, in form and at intervals as Secured Party Agent may request, any information Secured Party Agent may reasonably request and shall allow Secured Party Agent to examine, inspect, and copy any of DebtorCompany’s books and records. Debtor Company shall, at the request of Secured PartyAgent, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party Agent under this Agreement. 2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor favour of Secured PartyAgent, Debtor Company shall be deemed to have warranted that (a) Debtor Company is the lawful owner of the Collateral and has the right and authority to subject it to a security interest granted to Secured PartyBank; (b) none of the Collateral is subject to any security interest other than that in favor favour of Secured Party Bank, and encumbrances listed on Schedule “B” (the “Encumbrances”) and there are no financing statements on file, other than those in favor favour of Secured PartyAgent, and those filed with respect to the Encumbrances; (c) no person, other than Bank, has possession or control of any Collateral of such nature that perfection of a security interest may be accomplished by possession; and (cd) Debtor Company acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that All Intellectual Property applications and registrations are valid and in good standing and Company is the Collateral is owner of the applications and registrations. 2.4 Company will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor favour of Secured PartyAgent and the Encumbrances. Except as expressly permitted under the Loan Agreement dated April 30, 2003 between Company and other than those agreed Comerica Bank (as amended, modified or amended and restated from time to by time, the Secured Party in writing. Debtor “Loan Agreement”), Company will not, without the prior written consent of Secured PartyAgent, sell, transfer, 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 Inventory in the ordinary course of its business and will not return any inventory Inventory to its supplier. Secured Party or Agent and 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 2.5 Company will do all acts and will execute or cause to be executed all writings requested by Secured Party Agent to establish, maintain and continue a perfected and first security interest of Secured Party first priority of Agent in the Collateral. Debtor Company agrees that Secured Party 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 Company is not relying upon assets in which Secured Party Agent may have a lien or security interest for payment of the Indebtedness. Without limiting . 2.6 Company shall obtain the generality written consent of Agent prior to Company changing the location of its chief executive office, its principal place of business, its domicile (within the meaning of the foregoingCivil Code of Quebec) or its books and records, Debtor hereby authorizes Secured Party to prepareacquiring any new such locations, execute or keeping, maintaining or storing any Collateral at any location other than the locations identified in Section 5.18 below. Upon obtaining the written consent of Agent and file all before changing any such location or acquiring another such location (whether by purchase, lease or otherwise), Company shall provide Agent with such financing statements, continuation 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 the Agent’s first priority, perfected security interest on the Collateral. 2.7 Company will deliver to Agent from time to time promptly upon request any Documents of Title, Instruments, Securities and Chattel Paper constituting, representing or other documents or instruments as Secured Party shall determine are necessary or desirable relating to perfect, evidence, continue or otherwise take action in connection with Collateral for the purpose of protecting the security interests granted hereunderinterest or the priority of such security of Agent in any such Documents of Title, Instruments, Securities or Chattel Paper. 2.5 Debtor 2.8 Company will pay within the time that they can 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 and, if required by Agent, bonded in a manner satisfactory to Secured PartyAgent. If Debtor Company fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party Bank has the option (but not the obligation) to do so, so and Debtor Company agrees to repay all amounts so expended by Secured Party Agent immediately upon demanddemand therefor, together with interest thereon at the highest lawful default per annum rate which could be charged applicable to any of the Indebtedness, but not in excess of the maximum rate permitted by Secured Party to Debtor on any indebtednesslaw. 2.6 Debtor 2.9 Company will keep the Collateral in good condition and will protect it from loss, damage, or and deterioration from any cause. Debtor Company 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 Secured Party; Agent, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured PartyBank, containing a lender’s loss payable endorsement acceptable to Secured PartyAgent, showing Bank as additional insured and specifying that the insurer must give at least twenty (20) days notice to Agent before changing or cancelling it policy for any reason. Debtor Company will deliver to Secured Party Agent immediately upon demand evidence satisfactory to Secured Party Agent that the required insurance has been procured. If Debtor Company fails to maintain satisfactory insurance, Secured Party Agent has the option (but not the obligation) to do so and Debtor Company agrees to repay all amounts so expended by Secured Party Agent immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor the Agent on any indebtednessIndebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on 2.10 On each occasion on which Debtor Company evidences to Secured Party Agent the account balances on, on and the nature and extent of, of the Accounts Receivable (“Accounts Receivable” consists of all accounts, Debtor intangibles, chattel paper, contract rights, deposit accounts, documents and instruments), Company shall be deemed to have warranted that except as otherwise indicated by Company (a) each of those accounts Accounts Receivable is valid and enforceable without performance by Debtor Company of any other act; (b) each of those account balances are in fact owing, (c) there are no setoffsset-offs, recoupments, credits, contra accounts, counterclaims or defenses defences against any of those accountsAccounts Receivable, (d) as to any accounts Accounts Receivable represented by a note, trade acceptance, draft or other instrument or by any chattel paper Chattel Paper or document, the same have been endorsed and/or delivered by Debtor Company to Secured PartyAgent, (e) Debtor Company has not received with respect to any accountAccount 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 accountAccount Receivable, the account debtor is not an affiliate of DebtorCompany, the United States of America or any department, agency or instrumentality of itthe government of Canada or any of its provinces, territories or municipalities, or a citizen or resident of any jurisdiction outside of Canada or the United StatesStates of America. Debtor Company will do all acts and will execute all writings reasonably requested by Secured Party Agent to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor Except in the ordinary course of business and in a manner consistent with past practice, Company shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured PartyAgent. Debtor Company shall, at Secured PartyAgent’s request request, arrange for verification of accounts Accounts Receivable directly with account debtors or by other methods reasonably acceptable to Secured PartyAgent. 2.8 Debtor 2.11 Company at all times shall be comply in strict compliance all material respects with all applicable lawslaws including, including without limitation 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”). 2.9 2.12 If Secured PartyAgent, acting in its sole discretion, redelivers Collateral to Debtor Company or DebtorCompany’s designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of or 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 Secured Party Agent and shall not constitute a release of Secured PartyAgent’s security interest in it or in the proceeds or products of it unless Secured Party Agent specifically so agrees in writing. If Debtor Company requests any such redelivery, Debtor Company will deliver with such request a duly executed financing statement in form and substance satisfactory to Secured PartyAgent. Any proceeds of Collateral coming into DebtorCompany’s possession as a result of any such redelivery shall be held in trust for Secured Party Agent and immediately delivered to Secured Party Agent for application on the Indebtedness. Secured Party Agent may (in its sole discretion) deliver any or all of the Collateral to DebtorCompany, and such delivery by Secured Party Agent shall discharge Secured Party Agent from all liability or responsibility for such Collateral. Secured PartyAgent, at its option, may require delivery of any Collateral to Secured Party Agent at any time with such endorsements or assignments of the Collateral as Secured Party Agent may request. 2.10 2.13 At any time following the occurrence of an Event of Default (or at any time with respect to subclause (d) below) and without notice, Secured Party Agent may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such the Collateral to be transferred to its name or to the name of its 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 such 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 Secured PartyAgent; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such the Collateral, and deposit or surrender control of such the Collateral, and accept other property in exchange for such the Collateral and hold or apply the property or money so received pursuant to this Agreement. 2.11 Secured Party may assign ; and (d) take such actions in its own name on the Company’s name as Agent, in its sole discretion, deems necessary or appropriate to establish exclusive possession over any of the Indebtedness and deliver any or all the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party under this Agreement, and after such nature that Secured Party shall perfection of Agent’s security interest may be fully discharged from all liability and responsibility with respect to Collateral so deliveredaccomplished by possession. 2.12 Debtor shall defend, indemnify and hold harmless Secured Party, 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 limitation consultant fees, legal expenses, and actual attorneys’ fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitation, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation Environmental Laws.

Warranties, Covenants and Agreements. Debtor warrants, warrants and covenants and agrees as followsit is understood by the parties that: 2.1 Debtor shall furnish to Secured Party, in form and at intervals as Secured Party may request, any information Secured Party may reasonably request and shall allow Secured Party to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured Party, xxxx its records and the Collateral to clearly indicate (a) Except for the security interest granted hereby, Debtor is the owner of Secured Party under this Agreementthe Collateral free from any lien, security interest, or encumbrance, and will defend the Collateral against the claims and demands of all persons whomsoever. 2.2 At the time any Collateral becomes(b) Except as provided below in Paragraph (c) and in Paragraph (d) with respect to inventory, Debtor will not sell, offer to sell, or is represented otherwise transfer or dispose of the Collateral or any part thereof or any interest therein, or create or cause or permit to bebe created any lien, subject encumbrance or security interest in or upon any part thereof. (c) In the event that United Resources, Inc. advances additional sums or Debtor incurs subsequent indebtedness to United Resources, Inc., Debtor hereby SECURITY AGREEMENT FOR SUBSEQUENT NOTES - 1 grants United Resources, Inc. a security interest in favor of Secured Party, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has subordinate, in all respects, to the right and authority to subject it to a security interest granted hereby in order to Secured Party; secure payment of such subsequent lending. (bd) none of the Collateral While Debtor is subject to any security interest other than that not in favor of Secured Party and there are no financing statements on filedefault hereunder, other than in favor of Secured Party; and (c) Debtor acquired its rights in the Collateral may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Debtor's business doex xxx include a transfer in partial or total satisfaction of a debt or any bulk sale. 2.3 (e) Debtor confirms that the Collateral is and will keep the Collateral free at fully insured against loss or damage by fire, and such other hazards as Secured Party may from time to time require, with such deductible provisions, upon such terms, including loss payable and other endorsements, and in such company or companies as Secured Party may approve; and Debtor will immediately deliver all times from such insurance policies to Secured Party to be retained while any indebtedness hereby secured remains owing. Secured Party shall hold all claimssuch policies in pledge to secure payment of the indebtedness hereby secured, lienswith control to adjust any loss, security interests receive any receipt for any sum payable, surrender any policy, discharge and encumbrances release any insurer, endorse any loss or refund check or draft and, in general, exercise in the name of Debtor or otherwise, any and all rights of Debtor in respect thereto or in respect to the proceeds thereof. (f) Debtor will maintain the Collateral in good condition and repair and preserve the same against waste, loss, damage or depreciation in value other than those in favor of Secured Party, and other than those agreed to by the reasonable wear. Secured Party may enter any premise in writingwhich any of the Collateral may be kept at any reasonable time for the purpose of inspecting the same. Debtor will not permit any use of any of the Collateral in violation of any law or ordinance. Debtor will not, without the prior written consent of Secured Party, sell, transfer, or lease, cause or permit the Collateral or any part thereof to be soldtaken outside the state where permanently located as agreed in Section 1(b) or to be used for hire or under lease. (g) Debtor will pay promptly when due all taxes, transferred license fees and governmental rates and charges upon or leasedrelating to any of the Collateral or its use and relative to the indebtedness hereby secured. (h) At its option, Secured Party may discharge taxes, liens, security interests or other encumbrances upon any or all of the Collateral, except (where inventory is pledged as Collateral) for inventory in the ordinary course may place and pay premiums upon insurance on any of its business and will not return any inventory to its supplier. Secured Party 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 incur expense for maintenance and or cause to be executed all writings requested by Secured Party to establish, maintain and continue a perfected and first security interest preservation of Secured Party in any of the Collateral. Debtor agrees that Secured to pay tx Xxxxred Party has no obligation to acquire upon demand all sums incurred or perfect paid for any lien said purposes, with interest from the date on or security interest in any asset(s), whether realty or personalty, to secure payment of which the Indebtedness, and Debtor is not relying upon assets in which Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 same were incurred to the extent contested in good faith and bonded in a manner satisfactory to Secured Party. If Debtor fails to pay any date of these taxes, assessments, or other charges in the time provided above, Secured Party has the option (but not the obligation) to do so, and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest payment at the highest lawful default rate which could be charged of 18 percent per annum. Payment thereof is secured by Secured Party to Debtor 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 Secured Party; all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured Party, containing a lender’s loss payable endorsement acceptable to Secured Party. Debtor will deliver to Secured Party immediately upon demand evidence satisfactory to Secured Party that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on each occasion on which Debtor evidences to Secured Party the account balances on, and the nature and extent of, the accounts, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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, (d) as to any accounts 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 Secured Party, (e) Debtor has not received with respect to any account, any notice of the death 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 each account, 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 Secured Party to perform, enforce performance of, and collect all accounts. Debtor shall neither make nor permit any modification, compromise or substitution for any account without the prior written consent of Secured Party. Debtor shall, at Secured Party’s request arrange for verification of accounts directly with account debtors or by other methods acceptable to Secured Party. 2.8 Debtor at all times shall be in strict compliance 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”). 2.9 If Secured Party, 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 Secured Party and shall not constitute a release of Secured Party’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured Party. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party and immediately delivered to Secured Party for application on the Indebtedness. Secured Party may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party shall discharge Secured Party from all liability or responsibility for such Collateral. Secured Party, at its option, may require delivery of any Collateral to Secured Party at any time with such endorsements or assignments of the Collateral as Secured Party may request. 2.10 At any time and without notice, Secured Party may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such Collateral to be transferred to its name or to the name of its 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 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 Secured Party; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received pursuant to this Agreement. 2.11 Secured Party may assign any of the Indebtedness and deliver any or all the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party under this Agreement, and after that Secured Party shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 Debtor shall defend, indemnify and hold harmless Secured Party, 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 limitation consultant fees, legal expenses, and actual attorneys’ fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitation, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation Environmental Laws.

Warranties, Covenants and Agreements. Debtor warrants, warrants and covenants and agrees as followsit is understood by the parties that: 2.1 Debtor shall furnish to Secured Party, in form and at intervals as Secured Party may request, any information Secured Party may reasonably request and shall allow Secured Party to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured Party, xxxx its records and the Collateral to clearly indicate (a) Except for the security interest granted hereby, Debtor is the owner of Secured Party under this Agreementthe Collateral free from any lien, security interest, or encumbrance, and will defend the Collateral against the claims and demands of all persons whomsoever. 2.2 At the time any Collateral becomes(b) Except as provided below in Paragraph (c) and in Paragraph (d) with respect to inventory, Debtor will not sell, offer to sell, or is represented otherwise transfer or dispose of the Collateral or any part thereof or any interest therein, or create or cause or permit to bebe created any lien, subject encumbrance or security interest in or upon any part thereof. (c) In the event that United Resources, Inc. advances additional sums or Debtor incurs subsequent indebtedness to United Resources, Inc., Debtor hereby grants United Resources, Inc. a security interest in favor of Secured Party, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the Collateral and has subordinate, in all respects, to the right and authority to subject it to a security interest granted hereby in order to Secured Party; secure payment of such subsequent lending. (bd) none of the Collateral While Debtor is subject to any security interest other than that not in favor of Secured Party and there are no financing statements on filedefault hereunder, other than in favor of Secured Party; and (c) Debtor acquired its rights in the Collateral may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Debtor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. 2.3 (e) Debtor confirms that the Collateral is and will keep the Collateral free at fully insured against loss or damage by fire, and such other hazards as Secured Party may from time to time require, with such deductible provisions, upon such terms, including loss payable and other endorsements, and in such company or companies as Secured Party may approve; and Debtor will immediately deliver all times from such insurance policies to Secured Party to be retained while any indebtedness hereby secured remains owing. Secured Party shall hold all claimssuch policies in pledge to secure payment of the indebtedness hereby secured, lienswith control to adjust any loss, security interests receive any receipt for any sum payable, surrender any policy, discharge and encumbrances release any insurer, endorse any loss or refund check or draft and, in general, exercise in the name of Debtor or otherwise, any and all rights of Debtor in respect thereto or in respect to the proceeds thereof. (f) Debtor will maintain the Collateral in good condition and repair and preserve the same against waste, loss, damage or depreciation in value other than those in favor of Secured Party, and other than those agreed to by the reasonable wear. Secured Party may enter any premise in writingwhich any of the Collateral may be kept at any reasonable time for the purpose of inspecting the same. Debtor will not permit any use of any of the Collateral in violation of any law or ordinance. Debtor will not, without the prior written consent of Secured Party, sell, transfer, or lease, cause or permit the Collateral or any part thereof to be soldtaken outside the state where permanently located as agreed in Section l(b) or to be used for hire or under lease. (g) Debtor will pay promptly when due all taxes, transferred license fees and governmental rates and charges upon or leasedrelating to any of the Collateral or its use and relative to the indebtedness hereby secured. (h) At its option, Secured Party may discharge taxes, liens, security interests or other encumbrances upon any or all of the Collateral, except (where inventory is pledged as Collateral) for inventory in the ordinary course may place and pay premiums upon insurance on any of its business and will not return any inventory to its supplier. Secured Party 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 incur expense for maintenance and or cause to be executed all writings requested by Secured Party to establish, maintain and continue a perfected and first security interest preservation of Secured Party in any of the Collateral. Debtor agrees that Secured Party 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 Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 Secured Party. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party has the option (but not the obligation) to do so, and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor 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 Secured Party; all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured Party, containing a lender’s loss payable endorsement acceptable to Secured Party. Debtor will deliver to Secured Party immediately upon demand evidence satisfactory to Secured Party that the required insurance has been procured. If Debtor fails to maintain satisfactory insuranceall sums incurred or paid for any said purposes, Secured Party has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest from the date on which the same were incurred to the date of payment at the highest lawful default rate which could be charged of 18 percent per annum. Payment thereof is secured by Secured Party to Debtor on any indebtednessthe Collateral. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on each occasion on which Debtor evidences to Secured Party the account balances on, and the nature and extent of, the accounts, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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, (d) as to any accounts 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 Secured Party, (e) Debtor has not received with respect to any account, any notice of the death 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 each account, 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 Secured Party to perform, enforce performance of, and collect all accounts. Debtor shall neither make nor permit any modification, compromise or substitution for any account without the prior written consent of Secured Party. Debtor shall, at Secured Party’s request arrange for verification of accounts directly with account debtors or by other methods acceptable to Secured Party. 2.8 Debtor at all times shall be in strict compliance 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”). 2.9 If Secured Party, 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 Secured Party and shall not constitute a release of Secured Party’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured Party. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party and immediately delivered to Secured Party for application on the Indebtedness. Secured Party may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party shall discharge Secured Party from all liability or responsibility for such Collateral. Secured Party, at its option, may require delivery of any Collateral to Secured Party at any time with such endorsements or assignments of the Collateral as Secured Party may request. 2.10 At any time and without notice, Secured Party may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such Collateral to be transferred to its name or to the name of its 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 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 Secured Party; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received pursuant to this Agreement. 2.11 Secured Party may assign any of the Indebtedness and deliver any or all the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party under this Agreement, and after that Secured Party shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 Debtor shall defend, indemnify and hold harmless Secured Party, 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 limitation consultant fees, legal expenses, and actual attorneys’ fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law, including, without limitation, Environmental Laws, or of any remediation relating to any property required by any law, including without limitation Environmental Laws.

Warranties, Covenants and Agreements. Each Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured PartyBank, in form and at reasonable intervals as Secured Party Bank may request, any information Secured Party Bank may reasonably request and shall allow Secured Party Bank, at reasonable times and intervals, to examine, inspect, and copy any of Debtor’s books and records. Debtor shall, at the request of Secured PartyBank, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party 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 Secured PartyBank, Debtor shall be deemed to have warranted that that, other than Permitted Encumbrances: (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 Secured PartyBank; (b) none of the Collateral is subject to any security interest other than that in favor of Secured Party and Bank; (c) there are no financing statements on file, other than in favor of Secured PartyBank; and (cd) Debtor acquired its rights no person, other than Bank, has possession or control (as defined in the UCC) of any Collateral in the ordinary course of its businesssuch nature that perfection of a security interest may be accomplished by control. 2.3 Debtor confirms that the Collateral is and will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Secured Party, and other than those agreed to by the Secured Party in writingPermitted Encumbrances. Debtor will not, without the prior written consent of Secured PartyBank, sell, transfer, 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 to the ordinary course extent permitted under the terms of its business the Credit Agreement and will not return any inventory to its supplierother Loan Documents. Secured Party Bank or its representatives may 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 might be located. 2.4 Debtor will do all acts and will execute or cause to be executed all writings reasonably requested by Secured Party Bank to establish, maintain and continue a perfected and first security interest of Secured Party Bank in the Collateral, subject only to Permitted Encumbrances. Debtor agrees that Secured Party 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 Secured Party the Bank may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 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 (a) to the extent contested in good faith and bonded in a manner satisfactory to Secured PartyBank, (b) to the extent that any such lien, charge or encumbrance is a Permitted Encumbrance 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 these such taxes, assessments, or other charges in the time provided above, Secured Party but subject to the exceptions described above, Bank has the option (but not the obligation) to do so, so and Debtor agrees to repay all such amounts so expended by Secured Party Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtednessDefault Interest Rate set forth in Section 6 of the Pricing Addendum (as defined in the Credit Agreement). 2.6 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 (a) insurance which complies 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 Secured Party; all terms of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured Party, containing a lender’s loss payable endorsement acceptable to Secured Partythe Credit Agreement. Debtor will deliver to Secured Party immediately Bank , upon demand reasonable request of Bank, evidence satisfactory to Secured Party Bank that the required insurance has been procured. If Debtor fails to maintain satisfactory insuranceinsurance in accordance with the terms of the Credit Agreement, Secured Party Bank has the option (but not the obligation) to do so and Debtor agrees to repay all reasonable amounts so expended by Secured Party to Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtednessDefault Interest Rate set forth in Section 6 of the Pricing Addendum (as defined in the Credit Agreement). 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on each occasion on which Debtor evidences to Secured Party the account balances on, represents and the nature and extent of, the accounts, Debtor shall be deemed to have warranted that except as otherwise indicated warrants that: (a) each of those accounts Account Receivable owned by such Debtor is valid and enforceable without performance by Debtor of any act; (b) each of those account balances 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 of those accounts, Accounts Receivable; (d) as to any accounts 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 Bank, endorsed and/or delivered by Debtor to Secured PartyBank, provided that Debtor shall not be required to deliver any promissory notes held by it’s loan servicers on it behalf; (e) Debtor has not received with respect to any accountAccount 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 accountAccount 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 reasonably requested by Secured Party Bank to perform, enforce performance of, and collect all accountsAccounts Receivable. Debtor shall neither make nor permit any modification, compromise or substitution for any account Account Receivable without the prior written consent of Secured PartyBank, except in the ordinary course of Debtor’s business, consistent with such Debtor’s practice prior to the date hereof. Debtor shallSubject to all applicable cure or grace periods, upon the occurrence and during the continuance of an Event of Default, Bank may at Secured Party’s request arrange for verification of accounts any time and from time to time verify Accounts Receivable directly with account debtors or by other methods acceptable to Secured PartyBank 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 limitation 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”), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. 2.9 If Secured PartyBank, 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 Secured Party Bank and shall not constitute a release of Secured PartyBank’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured Party. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party Bank and immediately delivered to Secured Party Bank for application on the Indebtedness. Secured Party Bank may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party Bank shall discharge Secured Party Bank from all liability or responsibility for such Collateral. Secured Party, at its option, may require delivery of With respect to any Collateral consisting of certificated securities, instruments, documents, certificates of title or the like, as to Secured Party at which Bank’s security interest need be perfected by, or the priority thereof need be assured by, possession of such Collateral, Debtor will upon demand of Bank deliver possession of same in pledge to Bank, provided that Debtor shall not be required to deliver any time with such endorsements or assignments of the Collateral as Secured Party may requestpromissory notes held by it’s loan servicers on its behalf. 2.10 At any time and without notice, Secured Party may Bank may, as to Collateral other than equipmentEquipment, fixtures Fixtures or inventory Inventory: (1) subject to all applicable cure or grace periods, upon the occurrence of a Default or an Event of Default (a) cause any or all of such Collateral to be transferred to its name or to the name of its 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 such Collateralcollateral, 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 Secured PartyBank; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received 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 Bank, 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. 2.11 Secured Party Subject to the terms of the Loan Documents, Bank may assign any of the Indebtedness and deliver any or all of the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party Bank under this Agreement, and after that Secured Party Bank shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 Debtor shall defendauthorizes Bank to file at any time financing statements, indemnify and hold harmless Secured Party, its employees, agents, shareholders, officerscontinuation statements, and directors from amendments thereto that (i) either specifically describe the Collateral or describe the Collateral as all assets of Debtor of the kind pledged hereunder, and against (ii) contain any and all claimsother information required by the UCC for the sufficiency of filing office acceptance of any financing statement, damagescontinuation statement, fines, expenses, liabilities or causes of action of whatever kindamendment, including without limitation consultant feeswhether Debtor is an organization, legal expensesthe 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 Bank, at the request of Bank, all present and future letters of credit of which it is a beneficiary, drafts, instruments (including promissory notes), securities, documents of title, and actual attorneys’ feeschattel paper, suffered and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfected Bank’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 any it’s loan servicers on its behalf. Debtor shall have possession of them the Collateral, except where expressly otherwise provided in this Agreement or where Bank 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 a direct or indirect result Bank reasonably requests for Bank to (i) obtain an acknowledgment, in form and substance satisfactory to Bank, of the bailee that the bailee holds such Collateral for the benefit of Bank, and (ii) obtain “control” of any actual Collateral consisting of investment property, deposit accounts, letter-of-credit rights or asserted violation 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 Bank. Debtor will not create any chattel paper without placing a legend on the chattel paper acceptable to Bank indicating that Bank has a security interest in the chattel paper, except with respect to promissory notes held by it’s loan servicers on its behalf. Debtor from time to time may deposit with Bank specific cash collateral to secure specific Indebtedness; Debtor authorizes Bank 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. 2.13 Debtor agrees that no security or guarantee now or later held by Bank for the payment of any lawIndebtedness, includingwhether 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 Bank, at its reasonable discretion, without limitationnotice to the undersigned, Environmental Lawsmay 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 Bank has no obligation to acquire or 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 remediation relating guaranty which Bank has or may have or assets in which Bank has or may have a lien or security interest for payment of the Indebtedness. 2.14 Debtor agrees to any property required by any law, including without limitation Environmental Lawsreimburse Bank for all Bank Expenses in accordance with the terms of the Credit Agreement.

Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees as follows: 2.1 Debtor shall furnish to Secured Party, in form and at intervals as Secured Party may request, any information Secured Party may reasonably request and shall allow Secured Party to examine, inspect, and copy any of Debtor’s books and records. (a) Debtor shall, at the request of Secured PartyAgent, xxxx its records and the Collateral to clearly indicate the security interest of Secured Party Agent under this Agreement. On the date of this Agreement all certificates evidencing the Collateral will be delivered to Agent, accompanied by assignments (stock powers) duly executed in blank by Debtor, and Debtor agrees to deliver in the future any additional certificates, as may issue from time to time, together with duly executed assignments (stock powers) in blank. 2.2 (b) At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Secured PartyAgent or any Lender, Debtor shall be deemed to have warranted that (a) Debtor is the lawful owner of the has good and valid title to such Collateral and has the right and authority to subject it to a security interest granted to Secured PartyAgent or any Lender; (b) none of the Collateral is subject to any security interest other than that security interests, if any, permitted under the Credit Agreement as Permitted Liens and security interest in favor of Secured Party and Agent or any Lender; (c) there are no financing statements on file, other than financing statements reflecting Permitted Liens and financing statements in favor of Secured PartyAgent; (d) no Person, other than Agent or such Persons with whom Agent has executed a collateral possession and control agreement acceptable to Agent, has possession or control (as defined in the Uniform Commercial Code) of any material Collateral of such nature that perfection of a security interest may be accomplished by possession or control. (c) Debtor acquired its rights in the Collateral in the ordinary course of its business. 2.3 Debtor confirms that the Collateral is and 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 Secured Party, Agent and other than those agreed to by the Secured Party in writing. Debtor will not, without the prior written consent of Secured Party, 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. Secured Party 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 locatedLenders. 2.4 (d) Debtor will do all acts and will execute or cause to be executed all writings requested by Secured Party Agent to establish, maintain and continue a an exclusive, perfected and first security interest of Secured Party Agent and the Lenders in the CollateralCollateral subject to Permitted Liens. Debtor agrees that Secured Party has Agent and the Lenders have 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 Secured Party may have a lien or security interest for payment of the Indebtedness. Without limiting the generality of the foregoing, Debtor hereby authorizes Secured Party to prepare, execute and file all financing statements, continuation statements or other documents or instruments as Secured Party shall determine are necessary or desirable to perfect, evidence, continue or otherwise take action in connection with the security interests granted hereunder. 2.5 (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 as required by the extent contested in good faith and bonded in a manner satisfactory to Secured Partyterms of the Credit Agreement. If Debtor fails to pay any of these taxes, assessments, or other charges in the time provided above, Secured Party Agent has the option (but not the obligation) to do so, and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demandAgent, together in each case in accordance with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtednessterms of the Credit Agreement. 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 Secured Party; all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Secured Party, containing a lender’s loss payable endorsement acceptable to Secured Party. Debtor will deliver to Secured Party immediately upon demand evidence satisfactory to Secured Party that the required insurance has been procured. If Debtor fails to maintain satisfactory insurance, Secured Party has the option (but not the obligation) to do so and Debtor agrees to repay all amounts so expended by Secured Party immediately upon demand, together with interest at the highest lawful default rate which could be charged by Secured Party to Debtor on any indebtedness. 2.7 If Debtor’s accounts are pledged as Collateral under this Agreement, then on each occasion on which Debtor evidences to Secured Party the account balances on, and the nature and extent of, the accounts, Debtor shall be deemed to have warranted that except as otherwise indicated (a) each of those accounts 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, (d) as to any accounts 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 Secured Party, (e) Debtor has not received with respect to any account, any notice of the death 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 long as no Event of Default exists the right to each accountreceive payments, including dividends and other distributions, on Collateral in the account debtor is ordinary course of business may be exercised by Debtor; provided, however, that Debtor will not an affiliate of Debtor, the United States of America or any department, agency or instrumentality of itexercise, or a citizen or resident of cause to be exercised, any jurisdiction outside of the United States. Debtor will do all acts and will execute all writings requested by Secured Party to performsuch rights, enforce performance of, and collect all accounts. Debtor shall neither make nor permit any modification, compromise or substitution for any account without the prior written consent of Secured PartyAgent, if the direct or indirect effect thereof will result in an Event of Default. Debtor shall, at Secured Party’s request arrange for verification of accounts directly with account debtors or by other methods acceptable to Secured Party. 2.8 Debtor at all times shall be in strict compliance 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”). 2.9 If Secured Party, 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 Secured Party and shall not constitute a release of Secured Party’s security interest in it or in the proceeds or products of it unless Secured Party 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 Secured Party. Any proceeds of Collateral coming into Debtor’s possession as a result of any such redelivery shall be held in trust for Secured Party and immediately delivered to Secured Party for application on the Indebtedness. Secured Party may (in its sole discretion) deliver any or all of the Collateral to Debtor, and such delivery by Secured Party shall discharge Secured Party from all liability or responsibility for such Collateral. Secured Party, at its option, may require delivery of any Collateral to Secured Party at any time with such endorsements or assignments of the Collateral as Secured Party may request. 2.10 At any time an Event of Default exists and without notice, Secured Party Agent may as to Collateral other than equipment, fixtures or inventory (a) cause any or all of such the Collateral to be transferred to its name or to the name of its 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 such 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 accordance with the sole discretion terms of Secured Partythe Credit Agreement; and (c) enter into to take such actions in its own name or in Debtor’s name as Debtor’s agent, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the Uniform Commercial Code) over any extension, subordination, reorganization, deposit, merger or consolidation agreement Collateral of such nature that perfection of the Agent’s or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received pursuant to this AgreementLender’s security interest may be accomplished by control. 2.11 Secured Party (g) Agent may assign any of the Indebtedness and deliver any or all of the Collateral to its permitted assignee, in each case as permitted by and subject to the terms of the Credit Agreement, who then shall have with respect to Collateral so delivered all the rights and powers of Secured Party Agent under this Agreement, and after that Secured Party Agent shall be fully discharged from all liability and responsibility with respect to Collateral so delivered. 2.12 Debtor shall defend(h) The undersigned agrees that no security or guarantee now or later held by Agent or any Lender for the payment of any Indebtedness, indemnify and hold harmless Secured Partywhether from Borrower, its employeesany guarantor, agents, shareholders, officersor otherwise, and directors from 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 the undersigned under this Agreement, and Agent, in its sole discretion, 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 the undersigned under this Agreement. The undersigned acknowledges and agrees that Agent and the Lenders have no obligation to acquire or 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 the undersigned is not relying upon any guaranty which Agent has or may have or assets in which Agent or any Lender has or may have a lien or security interest (other than the Collateral) for payment of the Indebtedness. (i) Agent’s rights under this Agreement shall not be affected by any modifications, extensions or renewals of any of the Indebtedness, whether in whole or in part, and as to all of the Indebtedness and modifications, extensions or renewals of it, this Agreement shall continue effective until the same shall have been fully paid. The undersigned shall indemnify Agent and the Lenders against any and all claims, damages, fines, costs and expenses, liabilities or causes of action of whatever kind, including without limitation consultant fees, legal expenses, and actual with limit attorneys’ fees, suffered incurred by Agent in connection with any of them as a direct suit, claim or indirect result action against Agent arising out of any actual modification or asserted violation termination of a Borrower loan or any lawrefusal by Agent to extend additional credit in connection with the termination of this Agreement, INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES, OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM AGENT’S OR ANY LENDER’S OWN NEGLIGENCE, except as to the extent (but only to the extent) caused by Agent’s or any Lender’s gross negligence or willful misconduct. (j) The undersigned agrees to reimburse Agent upon demand for all costs and expenses (including, without limitationlimit, Environmental Lawsattorneys’ fees) incurred in enforcing any of the duties or obligations of the undersigned under this Agreement or in establishing, determining, continuing or defending the validity or priority of any remediation relating to any property required by any law, including without limitation Environmental LawsAgent’s security interest under this Agreement.