Common use of COVENANTS OF DEBTOR Clause in Contracts

COVENANTS OF DEBTOR. In addition to the Debtor's covenants contained in the Credit Agreement and the Guarantee, the Debtor covenants that: (a) Subject to Section 3(e) and Section 3(f) hereof, the Collateral is and will be located at the Debtor's chief executive office and such other places of business and Permitted Inventory Locations as indicated on Schedule B attached hereto. The Debtor's records of the Collateral will be located at the Debtor's chief executive office. The chief executive office of the Debtor is located at the address shown on Schedule B attached hereto. The Debtor will not move its chief executive office, the location of the Collateral or any Records Office (as defined below) except to such new location as the Debtor may establish in accordance with the last sentence of this Section 8(a) and with respect to Inventory, to Permitted Inventory Locations. The originals of all documents and all electronically stored data and information evidencing all Accounts and Contracts of the Debtor and the only original books of account and records of the Debtor relating thereto are, and will continue to be, kept at its chief executive office shown on Schedule B attached hereto (each, a "Records Office"), or at such new Records Office as the Debtor may establish in accordance with the last sentence of this Section 8(a). All Accounts, Contracts and records of the Debtor are, and will continue to be, maintained at, and controlled and directed (including, without limitation, for general accounting purposes) from, such Records Office location shown above, or such new location as the Debtor may establish in accordance with the last sentence of this Section 8(a). The Debtor shall not establish a new location for its chief executive office, the location of the Collateral or any Records Office until (i) it shall have given to the Lender not less than 45 days' prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Lender may reasonably request, and (ii) with respect to such new location, it shall have taken all action, satisfactory to the Lender, to maintain the security interest of the Lender in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

COVENANTS OF DEBTOR. In addition to the Debtor's The Debtor hereby agrees and covenants contained that except as set forth in the Credit Agreement SCHEDULE B attached hereto and the Guarantee, the Debtor covenants thatincorporated herein: (a) Subject to Section 3(e) and Section 3(f) hereof, Debtor will keep the Collateral is free from all liens, security interests and encumbrances except for the security interest granted herein or those specifically permitted in writing by the Bank and will be located at the Debtor's chief executive office and such other places of business and Permitted Inventory Locations as indicated on Schedule B attached hereto. The Debtor's records of defend the Collateral will be located against all demands of all persons at the Debtor's chief executive office. The chief executive office of the Debtor is located at the address shown on Schedule B attached heretoany time claiming any interest therein. The Debtor will not move its chief executive office, the location of sell or otherwise transfer the Collateral or any Records Office interest therein except in the ordinary course of Debtor's business as presently conducted. Debtor acknowledges and agrees that any security interest, sale or transfer of Collateral without the express authorization of Bank will violate the rights of the Bank and the Bank may note this fact on any financing statement, fixture filing or other record filed by the Bank. (as defined belowb) except to Debtor will not change its name without giving the Bank thirty (30) days prior written notice in which it sets forth its new name and the date on which the new name shall first be used. Debtor shall not change its principal place of business and chief executive officefrom that address set forth in the beginning of this Agreement, without giving the Bank at least thirty (30) days prior written notice of the new address for same, and provided that such new location as (and address) shall be in the United States of America. Debtor may establish shall, at all times, keep the Bank accurately informed in accordance with writing of each location where the last sentence Debtor's assets are kept and of this Section 8(aeach of its places of business and Debtor shall not remove any records to another state or change the location or open or close, move or change any existing or new place of business without giving the Bank at least thirty (30) days' prior written notice thereof. (c) Debtor will, at its expense, furnish to the Bank upon its demand such further information, will execute and with respect deliver to Inventorythe Bank such financing statements and other agreements, to Permitted Inventory Locations. The originals of all documents and all electronically stored data and information evidencing all Accounts and Contracts of the Debtor and the only original books of account and records of the Debtor relating thereto areinstruments or documents, and will continue do all such acts as the Bank may, at any time or from time to betime, kept at its chief executive office shown on Schedule B attached hereto reasonably request, or as may be necessary or appropriate to establish and maintain a valid and enforceable first priority security interest of the Bank in the Collateral. Notwithstanding the foregoing, the Bank is hereby authorized to authenticate and to file Financing Statements, Fixture Filings or similar records naming the Debtor or any other party being or becoming bound by this security agreement (eachwhether as a new debtor, a "Records Office"), transferee of Collateral subject to Bank's security interest or at such new Records Office becoming a party to this agreement) as the Debtor may establish in accordance with debtor and indicating the last sentence of this Section 8(a)Collateral. All Accounts, Contracts and records of the Debtor are, and will continue to be, maintained at, and controlled and directed (including, without limitation, for general accounting purposes) from, such Records Office location shown above, or such new location as the Debtor may establish in accordance with the last sentence of this Section 8(a). The Debtor shall not establish file a new location for its chief executive office, the location of Correction Statement relating to the Collateral or to any Records Office until Financing Statement or Fixture Filing filed by the Bank without the Bank's prior written consent. If the Debtor is a corporation, limited liability company, limited partnership or other Registered Organization (ias that term is defined in Article 9 of the Uniform Commercial Code as in effect in Connecticut) the Debtor shall, at its expense, furnish to Bank a certified copy of Debtor's organization documents verifying its correct legal name or, at Bank's election, shall permit the Bank to obtain such certified copy at Debtor's expense. From time to time, at Bank's election, the Bank may obtain a certified copy of Debtor's organization documents and a search of such Uniform Commercial Code filing offices as it shall have given deem appropriate, at Debtor's expense, to verify Debtor's compliance with the terms of this Agreement. (d) Debtor will keep the Collateral (to the Lender extent that it consists of tangible property) at all times insured against risks of loss or damage by fire (including so-called extended coverage), theft and such other casualties as the Bank may reasonably require, including collision in the case of any motor vehicle, all in such amounts, under such forms of policies, under such terms, for such periods and written by such companies or underwriters as the Bank may approve, which approval may not less than 45 be unreasonably withheld, losses in all cases to be payable first to the Bank "as its interest may appear." All policies of insurance shall provide for at least thirty (30) days' prior written notice of its intention so cancellation to do, clearly describing such new location and providing such other information in connection therewith as the Lender may reasonably requestBank, and the Debtor shall furnish the Bank with certificates of such insurance or other evidence satisfactory to the Bank as to compliance with the provisions of this paragraph. Debtor hereby irrevocably appoints the Bank to act as attorney-in-fact for the Debtor in making, adjusting and settling claims under such policies of insurance or endorsing the Debtor's name on any drafts drawn by insurers of the Collateral or any other documents to effect collection. Such insurance maintained by the Debtor shall include, without limitation, insurance coverage on Collateral in the possession of the Bank or its agent or contractor. Debtor, and any other Obligor by becoming bound by the Obligations, hereby indemnifies the Bank against any loss or damage to Collateral not insured by Debtor and for any deficiency in any effective insurance coverage required to be maintained by Debtor pursuant to this section, which indemnification obligation shall constitute part of the Obligations. (e) Debtor will notify the Bank in writing promptly upon its learning of any event, condition, loss, damage, litigation, administrative proceeding or other circumstance which may materially and adversely affect the assets, liabilities, financial condition or business of the Debtor or the Bank's security interest in the Collateral. (f) Debtor will keep the Collateral in good order and repair, ordinary wear and tear excepted, and will not waste or destroy the Collateral or any part thereof and will not use the Collateral in violation of any applicable statute, ordinance or policy of insurance thereon. The Bank may examine and inspect the Collateral, the Debtor's books and records and any documents or instruments relating to the Collateral at any reasonable time or times wherever located. (g) Debtor will preserve and keep in force its existence in the state of organization specified in subsection (a) above and will promptly pay all lawful taxes and assessments. Unless the Bank consents in writing, the Debtor will not (i) sell any of its assets other than inventory in the ordinary course of its business, (ii) incur, create or assume or suffer to exist any security interest, mortgage, pledge, lien or other encumbrance on its assets other than those in favor of the Bank, (ii) guarantee or otherwise in any way become liable for obligations of others, except for the minor endorsement of instruments for deposit or collection in the ordinary course of business, or (iv)merge with respect any other entity or change its type of organization or change its state of organization. (h) If it is a corporation, the Debtor will not merge or enter into any reorganization or consolidation without prior approval of the Bank. (i) At its option, but without obligation to do so, the Bank may discharge taxes, liens, security interest or other encumbrances at any levied or placed on the Collateral; may place and pay for insurance on the Collateral; may order and pay for the repair, maintenance and preservation of the Collateral; and may pay any fees for filing or recording such new location, it shall have taken all action, satisfactory instruments or documents as may be necessary or desirable to the Lender, to maintain perfect the security interest granted herein. The Debtor agrees to reimburse the Bank on demand for any payment made or any expense incurred by the Bank pursuant to the foregoing authorization, and all such payments and expenses shall constitute part of the Lender principal amount of Obligations hereby secured and shall bear inters at the highest rate payable on the Obligations of the Debtor to the Bank. (j) If the Debtor shall create, assume or permit to exist any lien, pledge, security interest, mortgage or encumbrance upon any of its property or assets whether now owned or hereafter acquired, other than Permitted Liens, or liens, pledges, security interests, mortgages or encumbrances permitted in any agreement related to the Obligations, it will secure the Obligations or cause them to be secured by any such lien, pledge, security interest, mortgage or encumbrance equally and ratably with any and all indebtedness thereby secured, provided, that nothing contained herein shall be construed or interpreted to permit the Borrower to create, assume or permit to exist any lien, pledge, security interest, mortgage or encumbrance not otherwise agreed to in writing by the Bank. In the event that any other security interest or lien attaches to the Collateral, other than Permitted Liens or the security interest to the Bank, Debtor hereby grants to Bank a power of attorney to, in the name of the Debtor, request and to enforce any right of Debtor to obtain, accountings and information from such other secured party or lienor relating to the obligations secured and collateral securing such security interest or lien, which power, being coupled with an interest, shall not be revocable by Debtor. Debtor agrees to pay or reimburse Bank upon demand for any charges resulting from such requests for information. (k) If any part of the Collateral is a Fixture, the Debtor will, on demand, furnish the Bank with a disclaimer or release signed by all persons having an interest in the real estate or any interest in the Collateral intended which is recorded or filed, or which may be, prior to be granted hereby at all times fully perfected and in full force and effectthe Bank's interest.

COVENANTS OF DEBTOR. In addition to the Debtor's Debtor hereby covenants contained in the Credit Agreement and the Guarantee, the Debtor covenants thatagrees as follows: (a) Subject Debtor will use all commercially reasonable efforts to Section 3(e) and Section 3(f) hereof, protect the Collateral is and the Licenses against all claims and demands of all persons at any time claiming any Lien (other than Permitted Liens) therein; (b) Debtor will be located at provide Secured Party, as promptly as practical, but in all events not later than ten (10) business days following the Debtor's chief executive occurrence, with written notice of (a) any change in the office where Debtor maintains its books and such other places records, or (b) the movement or location of business and Permitted Inventory Locations as indicated on Schedule B attached hereto. The Debtor's records any material portion of the Collateral to or at any address other than as set forth in said Exhibit C attached hereto; (c) Debtor will be located at promptly pay any and all Taxes upon the Debtor's chief executive office. The chief executive office of Collateral, or any other Taxes that otherwise impose a Lien upon the Collateral, prior to the date penalties are attached thereto unless the Debtor is located contesting such Taxes in good faith by appropriate proceedings so long as payment of any such Taxes shall be made before any of the Collateral shall be seized or sold in satisfaction thereof; (d) Debtor will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral or the Licenses and the amount or an estimate of the amount of such loss or diminution; (e) Debtor will have and maintain insurance at all times in accordance with the address shown on Schedule B attached hereto. The provisions of this Agreement; (f) Debtor will not move its chief executive officesell or offer to sell or otherwise assign, the location transfer or dispose of the Collateral or any Records Office interest therein without the prior written consent of Secured Party except as otherwise specifically permitted under this Agreement; (as defined belowg) except Debtor shall have good and marketable title to such new location as the Debtor may establish in accordance with the last sentence of this Section 8(a) and with respect to Inventory, to Permitted Inventory Locations. The originals of all documents and all electronically stored data and information evidencing all Accounts and Contracts of the Debtor Post-Closing Collateral as and when acquired or obtained, free from any Lien other than Permitted Liens; (h) The Collateral and the only original books of account Licenses shall be free from any Lien other than Permitted Liens; (i) Debtor will keep the Collateral in good order and records of the Debtor relating thereto arerepair, reasonable wear and tear excepted, and will continue to be, kept at its chief executive office shown on Schedule B attached hereto (each, a "Records Office"), not waste or at such new Records Office as the Debtor may establish in accordance with the last sentence of this Section 8(a). All Accounts, Contracts and records of the Debtor are, and will continue to be, maintained at, and controlled and directed (including, without limitation, for general accounting purposes) from, such Records Office location shown above, destroy or such new location as the Debtor may establish in accordance with the last sentence of this Section 8(a). The Debtor shall not establish a new location for its chief executive office, the location dispose of the Collateral or any Records Office until part thereof, in each case except for the disposition of Tangible Collateral undertaken in the ordinary course of business or as otherwise permitted by this Agreement; (ij) it shall have given Debtor will not use the Collateral or the Licenses in violation in any material respect of the Communications Laws or in violation in any material respect of any other Applicable Law; and (k) Debtor will not change its name, identity or structure, except after the delivery to the Lender not less than 45 days' prior written notice Secured Party by Debtor of all documents and instruments necessary for Secured Party to continue its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Lender may reasonably request, and (ii) with respect to such new location, it shall have taken all action, satisfactory to the Lender, to maintain the first-priority perfected security interest of the Lender in the Collateral intended Collateral, the form and substance of which documents and instruments shall be acceptable to be granted hereby at all times fully perfected and Secured Party in full force and effectSecured Party’s sole discretion.

COVENANTS OF DEBTOR. In addition to The Debtor covenants and agrees with the Bank that the Debtor's covenants contained in the Credit Agreement and the Guarantee, the Debtor covenants that: (a) Subject to Section 3(e) and Section 3(f) hereof, Shall defend the Collateral is against the claims and will be located at the Debtor's chief executive office and such other places demands of business and Permitted Inventory Locations as indicated on Schedule B attached hereto. The Debtor's records of the Collateral will be located at the Debtor's chief executive office. The chief executive office of the Debtor is located at the address shown on Schedule B attached hereto. The Debtor will all persons; (b) Shall not move its chief executive office, the location permit any part of the Collateral or any Records Office of the records concerning the same to be removed from the location referred to in Sections 4(c) hereof or any other location at which any of same may hereafter be located in the ordinary course of the Debtor’s business, and shall not move or change any of its principal places of business or registered offices without notification to the Bank as provided in Section 5(c) below; (c) Shall advise the Bank in writing, at least thirty (30) days prior thereto, of any change in any of the Debtor’s principal place of business or registered office or the opening of any new principal place of business or any change in the Debtor’s name or the adoption by the Debtor of trade names, assumed names or fictitious names, and, in such event, the Debtor shall execute (if required) and deliver to the Bank (and the Debtor agrees that the Bank may execute and deliver the same as defined belowthe Debtor’s irrevocable attorney-in-fact) except new UCC-l Financing Statements describing the Collateral specified herein for recordation where necessary or appropriate, as determined in the Bank's discretion, to perfect and/or continue perfected the Bank's security interest in the Collateral based upon such new location place of business or registered office and/or change in or adoption of name, and the Debtor shall pay all filing and recording fees and filing and recording taxes incurred in connection with the filing and/or recordation of such Financing Statements, and will immediately reimburse the Bank therefor if the Bank pays the same, with interest thereon at the Default Rate specified in the Note; (d) Shall not: (i) permit any liens or security interests (other than the liens set forth in Section 4(a) hereof) to attach to any of the Collateral; (ii) permit any of the Collateral to be levied upon under any legal process; (iii) dispose of any of the Collateral without the prior written consent of the Bank; (iv) permit any of the Collateral to become an accession or improvement to other property in which the Bank does not hold a security interest; or (v) permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded by this Security Agreement; (e) Hereby irrevocably appoints the Bank as the Debtor’s attorney-in-fact to do all acts and things which the Bank may deem necessary or appropriate to perfect and continue perfected the security interest created by this Security Agreement and to protect the Collateral, including but not limited to the execution in the Debtor’s name, as their attorney-in-fact, of UCC-l and other Financing Statements covering the Collateral and the filing and recordation of same wherever the Bank deems appropriate, and the Debtor may establish agrees to reimburse the Bank immediately for all filing and recording fees and taxes in connection therewith, with interest thereon at the Default Rate specified in the Note; (f) Shall pay and perform the Secured Obligations strictly in accordance with its respective terms; (g) Shall comply in all respects with each and every provision of the last sentence Loan Agreement; (h) Shall insure the fixtures, equipment and all other tangible Collateral for the benefit of this Section 8(athe Bank (to whom loss shall be payable) in such amounts, not in excess of replacement value, in such companies, and against such risks and with respect such deductibles, co-insurance provisions and agreed and replacement value endorsements, as may be satisfactory to Inventorythe Bank, in its sole discretion. In connection with such insurance: (i) If the Debtor fails to Permitted Inventory Locations. The originals obtain such insurance, the Bank shall have the right to obtain the same at the Debtor’s expense, and the Debtor shall immediately reimburse the Bank for the cost thereof with interest thereon at the Default Rate specified in the Note, which reimbursement shall be due on demand of all documents and all electronically stored data and information evidencing all Accounts and Contracts the Bank, but such failure on the part of the Debtor shall nevertheless constitute a default hereunder even if the Bank obtains such insurance; (ii) The Debtor hereby assigns to the Bank all rights to receive all proceeds of such insurance, directs any insurer to pay all proceeds of such insurance directly to the Bank, without further authorization from the Debtor, and authorizes the only original books of account and records Bank as the Debtor’s irrevocable attorney-in-fact, to (A) compromise, settle and/or receipt for, on behalf of the Debtor relating thereto areDebtor, any and all claims under all such insurance and (B) obtain such proceeds and endorse and negotiate any check and/or draft for such proceeds, in the Debtor’s name or otherwise, and will continue apply the same to bethe replacement of the damaged Collateral, kept pursuant to procedures satisfactory to the Bank, unless the Debtor is in default hereunder, in which event the same may, at the option of the Bank, be applied to the Secured Obligations in such order as the Bank may elect in its chief executive office shown on Schedule B attached hereto discretion; and (eachiii) The Debtor shall deliver the original or a certificate of all such insurance policies to the Bank, with the Bank named as insured and loss-payee pursuant to a "Records Office"standard lender's endorsement (with full waiver of subrogation against any insureds or loss-payees), and which shall provide that: (A) the same may not be cancelled or at such new Records Office as modified, even for non-payment of premiums, except after thirty (30) days prior written notice from the Debtor may establish in accordance with insurance company to, and actually received by, the last sentence of this Section 8(a). All Accounts, Contracts Bank and records (B) no act or default of the Debtor areDebtor, and will continue to be, maintained at, and controlled and directed (including, without limitation, for general accounting purposes) from, such Records Office location shown abovethe Bank, or any other person shall affect the right of the Bank to recover under such new location as the Debtor may establish policies of insurance in accordance with the last sentence case of this Section 8(a)loss or damage. The Debtor shall not establish a new location for its chief executive office, deliver to the location Bank proof of renewals of all such policies at least thirty (30) days in advance of the Collateral expiration of each such policy or any Records Office until due-date of the premiums therefor, as the case may be. (i) it shall have given to Shall keep the Lender not less than 45 days' prior written notice of its intention so to doFixtures, clearly describing such new location and providing such other information in connection therewith as the Lender may reasonably requestEquipment, and (ii) all other tangible Collateral in good condition and repair, shall at all times keep accurate and complete records with respect to such new locationthe Collateral and shall permit the Bank or any of its agents or representatives to call at the Debtor’s place of business to inspect the Collateral and all books, it shall have taken all action, satisfactory to the Lender, to maintain the security interest records and other data of the Lender Debtor at any time and from time to time; and (j) Shall comply with all applicable federal, state and local statutes, laws, rules and regulations in the Collateral intended to be granted hereby at all times fully perfected and in full force and effectuse of the Collateral.

COVENANTS OF DEBTOR. In addition to the Debtor's The Debtor hereby agrees and covenants contained that except as set forth in the Credit Agreement Schedule B attached hereto and the Guarantee, the Debtor covenants thatincorporated herein: (a) Subject to Section 3(e) and Section 3(f) hereof, Debtor will keep the Collateral is free from all liens, security interests and encumbrances except for the security interest granted herein or those specifically permitted in writing by the Bank and will be located at the Debtor's chief executive office and such other places of business and Permitted Inventory Locations as indicated on Schedule B attached hereto. The Debtor's records of defend the Collateral will be located against all demands of all persons at the Debtor's chief executive office. The chief executive office of the Debtor is located at the address shown on Schedule B attached heretoany time claiming any interest therein. The Debtor will not move its chief executive office, the location of sell or otherwise transfer the Collateral or any Records Office interest therein except in the ordinary course of Debtor’s business as presently conducted. Debtor acknowledges and agrees that any security interest, sale or transfer of Collateral without the express authorization of Bank will violate the rights of the Bank and the Bank may note this fact on any financing statement, fixture filing or other record filed by the Bank. (as defined belowb) except to Debtor will not change its name without giving the Bank thirty (30) days prior written notice in which it sets forth its new name and the date on which the new name shall first be used. Debtor shall not change its principal place of business and chief executive office from that address set forth in the beginning of this Agreement, without giving the Bank at least thirty (30) days prior written notice of the new address for same, and provided that such new location as (and address) shall be in the United States of America. Debtor may establish shall, at all times, keep the Bank accurately informed in accordance with writing of each location where the last sentence Debtor's assets are kept and of this Section 8(aeach of its places of business and Debtor shall not remove any records to another state or change the location or open or close, move or change any existing or new place of business without giving the Bank at least thirty (30) days' prior written notice thereof. (c) Debtor will, at its expense, furnish to the Bank upon its demand such further information, will execute and with respect deliver to Inventorythe Bank such financing statements and other agreements, to Permitted Inventory Locations. The originals of all documents and all electronically stored data and information evidencing all Accounts and Contracts of the Debtor and the only original books of account and records of the Debtor relating thereto areinstruments or documents, and will continue do all such acts as the Bank may, at any time or from time to betime, kept at its chief executive office shown on Schedule B attached hereto reasonably request, or as may be necessary or appropriate to establish and maintain a valid and enforceable first priority security interest of the Bank in the Collateral. Notwithstanding the foregoing, the Bank is hereby authorized to authenticate and to file Financing Statements, Fixture Filings or similar records naming the Debtor or any other party being or becoming bound by this security agreement (eachwhether as a new debtor, a "Records Office"), transferee of Collateral subject to Bank’s security interest or at such new Records Office becoming a party to this agreement) as the Debtor may establish in accordance with debtor and indicating the last sentence of this Section 8(a)Collateral. All Accounts, Contracts and records of the Debtor are, and will continue to be, maintained at, and controlled and directed (including, without limitation, for general accounting purposes) from, such Records Office location shown above, or such new location as the Debtor may establish in accordance with the last sentence of this Section 8(a). The Debtor shall not establish file a new location for its chief executive office, the location of Correction Statement relating to the Collateral or to any Records Office until Financing Statement or Fixture Filing filed by the Bank without the Bank’s prior written consent. If the Debtor is a corporation, limited liability company, limited partnership or other Registered Organization (ias that term is defined in Article 9 of the Uniform Commercial Code as in effect in Connecticut) the Debtor shall, at its expense, furnish to Bank a certified copy of Debtor’s organization documents verifying its correct legal name or, at Bank’s election, shall permit the Bank to obtain such certified copy at Debtor’s expense. From time to time, at Bank’s election, the Bank may obtain a certified copy of Debtor’s organization documents and a search of such Uniform Commercial Code filing offices as it shall have given deem appropriate, at Debtor’s expense, to verify Debtor’s compliance with the terms of this Agreement. (d) Debtor will keep the Collateral (to the Lender extent that it consists of tangible property) at all times insured against risks of loss or damage by fire (including so-called extended coverage), theft and such other casualties as the Bank may reasonably require, including collision in the case of any motor vehicle, all in such amounts, under such forms of policies, under such terms, for such periods and written by such companies or underwriters as the Bank may approve, which approval may not less than 45 be unreasonably withheld, losses in all cases to be payable first to the Bank "as its interest may appear." All policies of insurance shall provide for at least thirty (30) days' prior written notice of its intention so cancellation to do, clearly describing such new location and providing such other information in connection therewith as the Lender may reasonably requestBank, and the Debtor shall furnish the Bank with certificates of such insurance or other evidence satisfactory to the Bank as to compliance with the provisions of this paragraph. Debtor hereby irrevocably appoints the Bank to act as attorney-in-fact for the Debtor in making, adjusting and settling claims under such policies of insurance or endorsing the Debtor's name on any drafts drawn by insurers of the Collateral or any other documents to effect collection. Such insurance maintained by the Debtor shall include, without limitation, insurance coverage on Collateral in the possession of the Bank or its agent or contractor. Debtor, and any other Obligor by becoming bound by the Obligations, hereby indemnifies the Bank against any loss or damage to Collateral not insured by Debtor and for any deficiency in any effective insurance coverage required to be maintained by Debtor pursuant to this section, which indemnification obligation shall constitute part of the Obligations. (e) Debtor will notify the Bank in writing promptly upon its learning of any event, condition, loss, damage, litigation, administrative proceeding or other circumstance which may materially and adversely affect the assets, liabilities, financial condition or business of the Debtor or the Bank's security interest in the Collateral. (f) Debtor will keep the Collateral in good order and repair, ordinary wear and tear excepted, and will not waste or destroy the Collateral or any part thereof and will not use the Collateral in violation of any applicable statute, ordinance or policy of insurance thereon. The Bank may examine and inspect the Collateral, the Debtor's books and records and any documents or instruments relating to the Collateral at any reasonable time or times wherever located. (g) Debtor will preserve and keep in force its existence in the state of organization specified in subsection (a) above and will promptly pay all lawful taxes and assessments. Unless the Bank consents in writing, the Debtor will not (i) sell any of its assets other than inventory in the ordinary course of its business, (ii) incur, create or assume or suffer to exist any security interest, mortgage, pledge, lien or other encumbrance on its assets other than those in favor of the Bank, (ii) guarantee or otherwise in any way become liable for obligations of others, except for the minor endorsement of instruments for deposit or collection in the ordinary course of business, or (iv)merge with respect any other entity or change its type of organization or change its state of organization. (h) If it is a corporation, the Debtor will not merge or enter into any reorganization or consolidation without prior approval of the Bank. (i) At its option, but without obligation to do so, the Bank may discharge taxes, liens, security interest or other encumbrances at any levied or placed on the Collateral; may place and pay for insurance on the Collateral; may order and pay for the repair, maintenance and preservation of the Collateral; and may pay any fees for filing or recording such new locationinstruments or documents as may be necessary or desirable to perfect the security interest granted herein. The Debtor agrees to reimburse the Bank on demand for any payment made or any expense incurred by the Bank pursuant to the foregoing authorization, and all such payments and expenses shall constitute part of the principal amount of Obligations hereby secured and shall bear inters at the highest rate payable on the Obligations of the Debtor to the Bank. (j) If the Debtor shall create, assume or permit to exist any lien, pledge, security interest, mortgage or encumbrance upon any of its property or assets whether now owned or hereafter acquired, other than Permitted Liens, or liens, pledges, security interests, mortgages or encumbrances permitted in any agreement related to the Obligations, it will secure the Obligations or cause them to be secured by any such lien, pledge, security interest, mortgage or encumbrance equally and ratably with any and all indebtedness thereby secured, provided, that nothing contained herein shall have taken be construed or interpreted to permit the Debtor to create, assume or permit to exist any lien, pledge, security interest, mortgage or encumbrance not otherwise agreed to in writing by the Bank. In the event that any other security interest or lien attaches to the Collateral, other than Permitted Liens or the security interest to the Bank, Debtor hereby grants to Bank a power of attorney to, in the name of the Debtor, request and to enforce any right of Debtor to obtain, accountings and information from such other secured party or lienor relating to the obligations secured and collateral securing such security interest or lien, which power, being coupled with an interest, shall not be revocable by Debtor. Debtor agrees to pay or reimburse Bank upon demand for any charges resulting from such requests for information. (k) If any part of the Collateral is a Fixture, the Debtor will, on demand, furnish the Bank with a disclaimer or release signed by all actionpersons having an interest in the real estate or any interest in the Collateral which is recorded or filed, or which may be, prior to the Bank's interest. (l) Intentionally omitted. (m) All representations now or hereafter made by the Debtor to the Bank, whether in this Agreement or in any supporting or supplemental documentation or statement are, will be, and shall continue to be true and correct in all material respects. (n) In the event that Collateral is in the possession of a bailee or other third party, Debtor shall, at Bank’s election (and in form and content reasonably satisfactory to the LenderBank), either: (i) cause a Document of title, in form and content satisfactory to the Bank, to maintain be issued in the name of the Bank or (ii) obtain the written acknowledgement of the bailee or third party that it is holding such Collateral for the benefit of the Bank. (o) With respect to any Collateral which is subject to a Certificate of Title, the Debtor shall: (i) cause a Certificate of Title to be issued perfecting the security interest of the Lender Bank, unless such collateral is Inventory held for sale in the ordinary course of Debtor’s business by the Debtor and until such Collateral intended ceases to be granted hereby such Inventory; and (ii) not cause or permit a Certificate of Title to be issued in another state which does not list the Bank’s security interest. (p) If the Debtor shall at all times fully perfected any time acquire a Commercial Tort Claim, as defined in Article 9, the Debtor shall immediately notify the Bank, in a writing signed by the Debtor, of the brief details of the Commercial Tort Claim and shall grant to the Bank a security interest therein and in full force all proceeds thereof in accordance with the terms of this Agreement. All terms and effectprovisions of such written notification and grant of such security interests shall be in form and content reasonably satisfactory to the Bank.

COVENANTS OF DEBTOR. In addition The Debtor hereby acknowledges and agrees to be bound by the covenants applicable to the Debtor's covenants contained Debtor as Borrower set forth in Sections 7 and 8 of the Credit Agreement and the GuaranteeAgreement. In addition, the Debtor hereby agrees and covenants that: (a) Subject Debtor shall, at its expense, furnish to Section 3(ethe Bank, upon the Bank's demand, such further information, shall execute and deliver to the Bank such financing statements and other agreements, instruments or documents, and shall do all such acts as the Bank may, at any time or from time to time, reasonably request, or as may be necessary or appropriate to establish and maintain a valid and enforceable first security interest of the Bank in the Collateral. (b) and Section 3(f) hereof, Debtor shall keep the Collateral is in good order and will be located at the Debtor's chief executive office and such other places of business and Permitted Inventory Locations as indicated on Schedule B attached hereto. The Debtor's records of the Collateral will be located at the Debtor's chief executive office. The chief executive office of the Debtor is located at the address shown on Schedule B attached hereto. The Debtor will repair, shall not move its chief executive office, the location of waste or destroy the Collateral or any Records Office (as defined below) except to such new location as part thereof and shall not use the Debtor may establish Collateral in accordance with the last sentence violation of this Section 8(a) and with respect to Inventoryany applicable statute, to Permitted Inventory Locationsordinance or policy of insurance thereon. The originals Bank may examine and inspect the Collateral, the Debtor's books and records and any documents or instruments relating to the Collateral at any reasonable time or times wherever located. (c) At its option, but without obligation to do so, the Bank may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral; may place and pay for insurance on the Collateral; may order and pay for the repair, maintenance and preservation of all the Collateral; and may pay any fees for filing or recording such instruments or documents as may be necessary or desirable to perfect the security interest granted herein. The Debtor agrees to reimburse the Bank on demand for any payment made or any expense incurred by the Bank pursuant to the foregoing authorization, and all electronically stored data such payments and information evidencing all Accounts expenses shall constitute part of the principal amount of Obligations hereby secured and Contracts shall bear interest at the highest rate payable on the Obligations of the Debtor and to the only original books of account and records of the Debtor relating thereto are, and will continue to be, kept at its chief executive office shown on Schedule B attached hereto Bank. (each, a "Records Office"), or at such new Records Office as the Debtor may establish in accordance with the last sentence of this Section 8(a). All Accounts, Contracts and records of the Debtor are, and will continue to be, maintained at, and controlled and directed (including, without limitation, for general accounting purposesd) from, such Records Office location shown above, or such new location as the Debtor may establish in accordance with the last sentence of this Section 8(a). The Debtor shall not establish a new location for its chief executive office, the location If any part of the Collateral is a fixture, the Debtor shall, on demand, furnish the Bank with a disclaimer or release signed by all persons having an interest in the real estate or any Records Office until (i) it shall have given to the Lender not less than 45 days' prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Lender may reasonably request, and (ii) with respect to such new location, it shall have taken all action, satisfactory to the Lender, to maintain the security interest of the Lender in the Collateral intended which is prior to be granted hereby at all times fully perfected and in full force and effectthe Bank's interest.

COVENANTS OF DEBTOR. In addition to The Debtor hereby covenants and agrees with the Debtor's covenants contained in the Credit Agreement Agent and the Guarantee, the Debtor covenants that: each Secured Party that (a) Subject to Section 3(e) and Section 3(f) hereofthe Debtor will, the Collateral is and will be located at the Debtor's ’s sole cost and expense, defend the Collateral against all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party’s interest; (b) the Debtor will provide the Agent with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and such other places records pertaining to the Collateral; (ii) the movement or location of business and Permitted Inventory Locations as indicated on Schedule B attached hereto. The Debtor's records all or a material part of the Collateral will be located to or at any address other than the address of Debtor set forth at the head of this Security Interest Agreement or as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) the Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor's chief executive office. The chief executive office ; (d) the Debtor will immediately notify the Agent of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) the Debtor is located will have and maintain adequate insurance at all times with respect to the address shown on Schedule B attached hereto. The Collateral, for such other risks as are customary in the Debtor’s industry for the respective items included in the Collateral, such insurance to be payable to the Agent and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Agent, and Debtor shall furnish the Agent with certificates or other evidence satisfactory to the Agent of compliance with the foregoing insurance provisions; (f) the Debtor will not move its chief executive officesell or offer to sell or otherwise assign, the location transfer or dispose of the Collateral or any Records Office interest therein, without the prior written consent of the Agent, except in the ordinary course of business; (as defined belowg) except to such new location as the Debtor may establish will keep the Collateral free from any adverse lien, security interest or encumbrance (except for encumbrances specified in accordance with the last sentence of this Section 8(aExhibit A attached hereto) and with respect to Inventoryin good order and repair, to Permitted Inventory Locations. The originals of all documents reasonable wear and all electronically stored data and information evidencing all Accounts and Contracts of the Debtor and the only original books of account and records of the Debtor relating thereto aretear excepted, and will continue to be, kept at its chief executive office shown on Schedule B attached hereto (each, a "Records Office"), not waste or at such new Records Office as the Debtor may establish in accordance with the last sentence of this Section 8(a). All Accounts, Contracts and records of the Debtor are, and will continue to be, maintained at, and controlled and directed (including, without limitation, for general accounting purposes) from, such Records Office location shown above, or such new location as the Debtor may establish in accordance with the last sentence of this Section 8(a). The Debtor shall not establish a new location for its chief executive office, the location of destroy the Collateral or any Records Office until (i) it shall have given to the Lender not less than 45 days' prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Lender may reasonably request, part thereof; and (iih) with respect to such new location, it shall have taken all action, satisfactory to the Lender, to maintain the security interest of the Lender in Debtor will not use the Collateral intended to be granted hereby at all times fully perfected in material violation of any statute or ordinance the violation of which could materially and in full force and effectadversely affect the Debtor’s business.