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<br />D. As a condition of entering into the Financing Agreement and extending said
<br />credit to the Borrower, the Lender has required the Debtor to execute and deliver this Agreement.
<br />E. Debtor is an affiliate of the Borrower and, as such, expects to receive substantial
<br />economic benefits from the extension of the financial accommodations provided for in the Financing
<br />Agreement to the Borrower. Accordingly, the Debtor has agreed to execute and deliver this Agreement to
<br />the Agent and the Lenders to induce the Agent and the Lenders to extend credit to the Borrower, and
<br />acknowledges and agrees that the Agent, for its benefit and for the benefit of the Lenders are relying upon
<br />the covenants and agreements contained herein in extending credit to the Borrower and entering into the
<br />Financing Agreement.
<br />AGREEMENTS:
<br />NOW, THEREFORE, in consideration of the premises and for other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Lender to
<br />enter into the Financing Agreement and extend credit to Borrowers, Debtor hereby agree as follows:
<br />Section 1. Accuracy of Recitals. The Recitals are true and correct. Set forth on
<br />Exhibit A is a true, correct and complete description of all real property in which the Debtor owns or
<br />holds fee title.
<br />Section 2. Negative Pledize. Debtor hereby unconditionally agrees that so long as
<br />Borrower is indebted to the Agent and the Lenders, or any one or more of them, for any loan, extension of
<br />credit or other financial accommodation made under, pursuant to or in connection with the Financing
<br />Agreement and the other Loan Documents, and so long as the Financing Agreement remains in force and
<br />effect, the Debtor will not, without the Agent's prior written consent:
<br />(a) sell, lease, transfer, assign or otherwise dispose of any right, title or interest
<br />which it may now or in the future have in any of its properties or assets, including without
<br />limitation the Real Property and all other real and personal property of the Debtor, other than:
<br />15557320
<br />(i) the sale of inventory in the ordinary course of business; provided,
<br />however that a sale in the ordinary course of business shall not include a transfer in total
<br />or partial satisfaction of indebtedness; and
<br />(ii) the sale of any item of equipment for cash in an arm's- length transaction
<br />provided that (A) the cash sale price does not exceed the aggregate amount of all
<br />indebtedness secured by such items of equipment (such amount, with regard to any item
<br />of equipment, is referred to as the "Debtor's Equity ") by more than $250,000.00 and (B)
<br />the aggregate amount of the Debtor's Equity in equipment sold by the Debtor during any
<br />period of twelve (12) consecutive calendar months does not exceed $500,000.00; or
<br />(b) create, incur, assume, or suffer to exist, any mortgage, deed of trust, pledge, lien,
<br />security interest, assignment, or other charge or encumbrance (including without limitation, any
<br />contract for deed or other title retention agreement) (collectively, "Liens ") of any nature, upon or
<br />with respect to any right, title, or interest which it may now or in the future have in any of its
<br />properties or assets, including without limitation the Real Property and all other real and personal
<br />property of the Debtor, other than the following (collectively, the "Permitted Encumbrances "):
<br />
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