ANY PART THEREOF OTHER THAN ORDINARY COURSE DISCARDING OF ITEMS NO
LONGER USED OR USEFUL IN OUR BUSINESS; (F) WE WILL NOT WITHOUT YOUR PRIOR
WRITTEN CONSENT, SELL, EXCHANGE, LEASE OR OTHERWISE DISPOSE OF THE COLLATERAL,
WHETHER BY SALE, LEASE OR OTHERWISE, EXCEPT FOR THE SALE OF INVENTORY IN THE
ORDINARY COURSE OF BUSINESS AND FOR THE DISPOSITION OR TRANSFER IN THE ORDINARY
COURSE OF BUSINESS DURING ANY FISCAL YEAR OF OBSOLETE AND WORN-OUT EQUIPMENT
HAVING AN AGGREGATE FAIR MARKET VALUE OF
NOT MORE THAN $25,000 AND ONLY TO THE EXTENT THAT (I) THE PROCEEDS OF ANY SUCH
DISPOSITION ARE USED TO ACQUIRE REPLACEMENT COLLATERAL WHICH IS SUBJECT TO YOUR
FIRST PRIORITY SECURITY INTEREST OR ARE USED TO REPAY OBLIGATIONS OR TO PAY
GENERAL CORPORATE EXPENSES, OR (II) FOLLOWING THE OCCURRENCE OF AN EVENT OF
DEFAULT WHICH CONTINUES TO EXIST THE PROCEEDS OF WHICH ARE REMITTED TO YOU TO BE
HELD AS CASH COLLATERAL FOR THE OBLIGATIONS;
(G) WE WILL INSURE THE COLLATERAL
IN YOUR NAME AGAINST LOSS OR DAMAGE BY FIRE, THEFT, BURGLARY, PILFERAGE, LOSS IN
TRANSIT AND SUCH OTHER HAZARDS AS YOU SHALL SPECIFY IN AMOUNTS AND UNDER
POLICIES BY INSURERS ACCEPTABLE TO YOU AND ALL PREMIUMS THEREON SHALL BE PAID BY
US AND THE POLICIES DELIVERED TO YOU.
IF WE FAIL TO DO SO, YOU MAY PROCURE SUCH
INSURANCE AND THE COST THEREOF SHALL CONSTITUTE OBLIGATIONS; (H) WE WILL AT ALL
REASONABLE TIMES ALLOW YOU OR YOUR REPRESENTATIVES FREE ACCESS TO AND THE RIGHT
OF INSPECTION OF THE COLLATERAL; (I) WE HEREBY INDEMNIFY AND SAVE YOU HARMLESS
FROM ALL LOSS, COSTS, DAMAGE, LIABILITY AND/OR EXPENSE, INCLUDING REASONABLE
ATTORNEYS' FEES, THAT YOU MAY SUSTAIN OR INCUR TO ENFORCE PAYMENT, PERFORMANCE
OR FULFILLMENT OF ANY OF THE OBLIGATIONS AND/OR IN THE ENFORCEMENT OF THIS
AGREEMENT OR IN THE PROSECUTION OR DEFENSE OF ANY ACTION OR PROCEEDING EITHER
AGAINST YOU OR US CONCERNING ANY MATTER GROWING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, AND/OR ANY OF THE OBLIGATIONS AND/OR ANY OF THE COLLATERAL
EXCEPT TO THE EXTENT CAUSED BY YOUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;
(J) WITH RESPECT TO ALL ACCOUNTS ARISING OUT OF CONTRACTS BETWEEN US AND THE
UNITED STATES OF AMERICA, OR ANY STATE, OR ANY DEPARTMENT, AGENCY OR
INSTRUMENTALITY OF ANY OF THEM (EACH, A "GOVERNMENT CONTRACT"), WE WILL SO
NOTIFY YOU IN WRITING AND COMPLY WITH ANY GOVERNMENTAL NOTICE OR APPROVAL
REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH THE FEDERAL
ASSIGNMENT OF CLAIMS ACT, (K) EACH ACCOUNT SHALL CONFORM TO THE FOLLOWING
CRITERIA: (I) SHIPMENT OF THE MERCHANDISE OR RENDITION OF SERVICES HAS BEEN
COMPLETED, (II) MERCHANDISE OR SERVICES SHALL NOT HAVE BEEN REJECTED OR DISPUTED
BY THE ACCOUNT DEBTOR AND THERE SHALL NOT HAVE BEEN ASSERTED ANY OFFSET, DEFENSE
OR COUNTERCLAIM (OTHER THAN ANY SUCH REJECTIONS, DISPUTES, OFFSETS, DEFENSES OR
COUNTERCLAIMS WHICH IN THE AGGREGATE DO NOT AT ANY TIME EXCEED $100,000 (III)
THE PROCEEDS OF SUCH ACCOUNT SHALL BE REMITTED BY THE APPLICABLE ACCOUNT DEBTOR
TO AND BE ON DEPOSIT IN THE