PAYMENT AND
PERFORMANCE OF ITS OBLIGATION TO REPAY PURCHASER FOR THE PURCHASE PRICE OF ANY
SUCH EQUIPMENT, EACH OF THE SELLERS HEREBY GRANTS TO PURCHASER A VALID AND FIRST
PRIORITY, PERFECTED SECURITY INTEREST AND LIEN IN ALL OF SUCH SELLER'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER, WHETHER OR NOT EXISTING OR HEREAFTER
ACQUIRED AND WHERESOEVER LOCATED, ALL SUCH EQUIPMENT AND THE PROCEEDS THEREOF
(INCLUDING ANY ACCOUNT CREATED FROM THE SALE THEREOF).
EACH OF THE SELLERS
HEREBY AUTHORIZES PURCHASER TO FILE ANY UCC FINANCING STATEMENTS OR CONTINUATION
STATEMENTS IN ANY JURISDICTION AS PURCHASER MAY DEEM NECESSARY OR DESIRABLE IN
ORDER TO PERFECT AND MAINTAIN SUCH SECURITY INTEREST.
(2)
EACH OF THE SELLERS SHALL ARRANGE THAT ALL
EQUIPMENT ORDERED BY IT BE EITHER SHIPPED DIRECTLY TO THE APPLICABLE ELIGIBLE
OBLIGOR OR, IN THE EVENT THAT IN THE REASONABLE JUDGMENT OF SUCH SELLER SUCH
DIRECT SHIPMENT IS NOT PRACTICABLE, BE STORED, PENDING SHIPMENT TO SUCH
CUSTOMERS, AT THE SOLE COST AND EXPENSE OF SUCH SELLER, IN A COMMERCIALLY
REASONABLE MANNER, AT A LOCATION CONTROLLED BY OR UNDER CONTRACT WITH SUCH
SELLER THAT HAS BEEN PRE-APPROVED BY PURCHASER IN WRITING (A "SELLER STORAGE
SITE").
THE APPLICABLE SELLER SHALL PROVIDE PURCHASER WITH PROMPT NOTICE OF THE
USE OF AND THE EQUIPMENT STORED IN ANY SELLER STORAGE SITE AND THE LOCATION,
OWNER AND OPERATOR OF ANY
11
SUCH SELLER STORAGE SITE.
EACH OF THE SELLERS AGREES TO USE ITS BEST EFFORTS TO
CAUSE ANY THIRD PARTY LESSOR OR WAREHOUSEMAN OF ANY SELLER STORAGE SITE TO
ACKNOWLEDGE PURCHASER'S AND ANY PURCHASER SENIOR CREDITOR'S INTEREST IN THE
EQUIPMENT LOCATED AT SUCH LESSOR'S OR WAREHOUSEMAN'S SELLER STORAGE SITE.
(3)
EACH OF THE SELLERS AGREES THAT ANY
EQUIPMENT WHICH IS BILLED TO ANY ACCOUNT DEBTOR BUT HAS NOT YET BEEN SHIPPED BY
SUCH SELLER SHALL BE KEPT PHYSICALLY SEGREGATED FROM ALL OTHER EQUIPMENT IN SUCH
SELLER'S POSSESSION AND SUCH EQUIPMENT SHALL BE IDENTIFIABLE AS "SOLD".
EACH OF
THE SELLERS FURTHER AGREES THAT ANY EQUIPMENT PURCHASED BY SUCH SELLER WITH ITS
OWN RESOURCES OR CREDIT PROVIDED FROM SOURCES OTHER THAN PURCHASER SHALL BE
SHALL BE IDENTIFIABLE AS "PROPERTY OF DYNTEK, INC." OR "PROPERTY OF DYNTEK
SERVICES, INC.", AS APPLICABLE, AND SHALL BE KEPT PHYSICALLY SEGREGATED FROM ALL
OTHER EQUIPMENT IN SUCH SELLER'S POSSESSION.
(4)
NO PURCHASE OF EQUIPMENT TO SUPPORT
CUSTOMER STOCKING LEVELS OR BILL AND HOLDS (OR THE LIKE) ARE ELIGIBLE TO BE
FINANCED UNDER THIS SECTION 3(A) UNLESS (Y) A SELLER PROVIDES PRIOR WRITTEN
CONSENT OR (Z) THE EQUIPMENT SO PURCHASED IS SUPPORTED BY A CUSTOMER STOCKING
LETTER.
(B)
ASSUMPTION OF LIABILITY; PAYMENT OF PURCHASE
PRICE.
UPON THE PURCHASE OF A PURCHASED ACCOUNT, PURCHASER HEREBY ASSUMES ALL
RELATED ELIGIBLE VENDOR LIABILITY AND NO SELLER SHALL HAVE ANY FURTHER
OBLIGATION TO PAY ALL OR ANY PORTION OF SUCH ELIGIBLE VENDOR LIABILITY.
THE
ASSUMPTION OF ELIGIBLE VENDOR LIABILITY IN ANY MONTH SHALL (I) CONSTITUTE
PARTIAL PAYMENT OF THE PURCHASE PRICE FOR THE PURCHASED ASSETS SOLD UNDER THIS
AGREEMENT DURING SUCH MONTH IN AN AMOUNT EQUAL TO THE AGGREGATE