Common use of Collateral Location Clause in Contracts

Collateral Location. The Collateral, to the extent not delivered to the Bank pursuant to Section 4.3, will be kept at those locations listed on the Perfection Certificate and the Borrower will not, except in the ordinary course of business, remove the Collateral from such locations, without providing at least thirty (30) days’ prior written notice to the Bank; except for the security interest herein granted, the Borrower shall be the owner of the Collateral free from any lien, security interest or other encumbrance, except for the security interest created by this Agreement or as set forth in the Perfection Certificate or any Permitted Lien, and the Borrower shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Bank; the Borrower shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Bank; the Borrower will keep the Collateral in good order and repair, ordinary wear and tear excepted, and will not use the same in violation of law or any policy of insurance thereon; the Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement; the Borrower will continue to operate the Borrower’s business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances; the Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein, except for (i) sales of inventory in the ordinary course of the Borrower’s business and (ii) sales of Borrower’s obsolete or worn-out equipment or equipment that has been fully depreciated and which in any such case is no longer needed or useful in the conduct of the Borrower’s business; the Borrower will permit the Bank’s representatives, upon reasonable notice (and at any time following the occurrence of an Event of Default or the Maturity Date) to inspect the tangible Collateral and to review and make copies of the Borrower’s Records pertaining to the Collateral, all at the Borrower’s expense, which shall be deemed part of the Obligations; and the Borrower agrees, upon the Bank’s demand after (i) an Event of Default shall have occurred and remain continuing hereunder, or (ii) an event which would result in a Material Adverse Change in the Collateral, to deliver to the Bank additional Collateral satisfactory to the Bank and/or to make such payment on account of the Obligations as will be satisfactory to the Bank, in the event the market value of any of the Collateral declines and/or any change occurs in the marketability thereof and/or any of the Collateral shall, for any reason, be deemed unsatisfactory to the Bank.