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<br />e
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<br />200707036
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<br />other than Secured Party. Debtor will not sell or otherwise dispose of the Collateral or any interest therein
<br />without the prior written consent of Secured Party.
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<br />b. Debtor will not permit any tangible Collateral to be located in any state (and, if county
<br />filing is required, in any county) in which a financing statement covering such Collateral is required to be,
<br />but has not in fact been, filed in order to perfect the Security Interest.
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<br />c. Each right to payment and each instrument, document, chattel paper and other agreement
<br />constituting or evidencing Collateral is (or will be when arising or issued) the valid, genuine and legally
<br />enforceable obligation, subject to no defense, set*off or counterclaim (other than those arising in the
<br />ordinary course of business) of the account debtor or other obligor named therein or in Debtor's records
<br />pertaining thereto as being obligated to pay such obligation. Debtor will neither agree to any material
<br />modification or amendment nor agree to any cancellation of any such obligation without Secured Party's
<br />prior written consent, and will not subordinate any such right to payment to claims of other creditors of
<br />such account debtor or other obligor.
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<br />d. Debtor will (i) keep all tangible Collateral in good repair, working order and condition,
<br />normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts
<br />thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any
<br />Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) keep all
<br />Collateral free and clear of all security interests, liens and encumbrances except the Security Interest; (iv) at
<br />all reasonable times, permit Secured Party or its representatives to examine or inspect any Collateral,
<br />wherever located, and to examine, inspect and copy Debtor's books and records pertaining to the Collateral
<br />and its business and financial condition and to discuss with account debtors and other obligors requests for
<br />verifications of amounts owed to Debtor; (v) keep accurate and complete records pertaining to the
<br />Collateral and pertaining to Debtor's business and financial condition and submit to Secured Party such
<br />periodic reports concerning the Collateral and Debtor's business and financial condition as Secured Party
<br />may from time to time reasonably request; (vi) promptly notity Secured Party of any loss of or material
<br />damage to any Collateral or of any adverse change, known to Debtor, in the prospect of payment of any
<br />sums due on or under any instrument, chattel paper, or account constituting Collateral; (vii) if Secured
<br />Party at any time so requests (whether the request is made before or after the occurrence of an Event of
<br />Default), promptly deliver to Secured Party any instrument, document or chattel paper constituting
<br />Collateral, duly endorsed or assigned by Debtor; (viii) at all times keep all tangible Collateral insured
<br />against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting
<br />of motor vehicles) and such other risks and in such amounts as Secured Party may reasonably request, with
<br />any loss payable to Secured Party to the extent of its interest; (ix) from time to time Debtor authorized
<br />Secured Party to file a financing statement describing the CoIlateral in order to perfect the Security Interest
<br />and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the
<br />Security Interest properly noted on a certificate of title; (x) pay when due or reimburse Secured Party on
<br />demand for all costs of collection of any of the Obligations and all other out-of-pocket expenses (including
<br />in each case all reasonable attorneys' fees) incurred by Secured Party in connection with the creation,
<br />perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation,
<br />continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations,
<br />including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (xi) execute, deliver
<br />or endorse any and all instruments, documents, assignments, security agreements and other agreements and
<br />writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or
<br />enforce the Security Interest and Secured Party's rights under this Agreement; (xii) not use or keep any
<br />Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or
<br />local law, statute or ordinance; (xiii) permit Secured Party at any time and from time to time to send
<br />requests (both before and after the occurrence of an Event of Default) to account debtors or other obligors
<br />for verification of amounts owed to Debtor; and (xiv) not permit any tangible Collateral to become part of
<br />or to be affixed to any real property without first assuring to the reasonable satisfaction of Secured Party
<br />that the Security Interest will be prior and senior to any interest or lien then held or thereafter acquired by
<br />any mortgagee of such real property or the owner or purchaser of any interest therein. If Debtor at any time
<br />fails to perform or observe any agreement contained in this Section 3(d), and if such failure shall continue
<br />for a period of ten calendar days after Secured Party gives Debtor written notice thereof (or, in the case of
<br />the agreements contained in clauses (viii) and (ix) of this Section 3(d), immediately upon the occurrence of
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