Common use of Covenants Concerning Collateral, Etc Clause in Contracts

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company 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 Secured Party, (c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company such Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company such Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company such Grantor 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 Secured Party, (c) other than in favor of the Secured Party, the Company such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company such Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company such Grantor 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 the Collateral or incurred in connection with this Agreement, and (f) the Company such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locationslocations (other than Collateral in transit for repair or between such locations or removal in connection with the sale, transfer or disposition of Collateral as permitted under the Transaction Documents), without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company 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 Secured Party, (c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, and, so long as no Event of Default has occurred and is continuing, upon reasonable prior written notice and during normal business hours; (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and liens permitted in Section 8 hereof, and additional purchase money security interests and/or equipment lease financing arrangements entered into in the Company ordinary course of Debtor's business, Debtor shall be the owner of of, or have other rights in in, the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided person other than the Secured Party except for liens permitted in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partythis Agreement, (d) Debtor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, (g) Debtor will continue to operate, its business in compliance 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, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (i) sales and leases of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangible in the ordinary course of businessbusiness and (ii) so long as no Event of Default has occurred and is continuing, and the sale sales or other dispositions of inventory obsolescent items of equipment in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course Ordinary Course of business consistent with past practicesBusiness, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days’ prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, upon advance written notice to the Company to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to the Company shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course Ordinary Course of businessBusiness, and the sale of inventory in the ordinary course Ordinary Course of business consistent with past practicesBusiness.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate signature page and the Company Debtor will not remove the Collateral from such locationslocations (other than in connection with the sale of inventory in the ordinary conduct of Debtor’s business), without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale sales of inventory in the ordinary course of business consistent with past practicesbusiness.

Covenants Concerning Collateral, Etc. The Company Pledgor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and Permitted Liens, the Company Pledgor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)Lien, and the Company Pledgor 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 Secured Party, (cb) other than in favor of the Secured Partyexcept for Permitted Liens, the Company Pledgor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any personperson other than the Secured Party, or become bound (as provided c) the Pledgor shall keep the Collateral in Section 9-203(d) good order and repair and shall not use the same in material violation of the Uniform Commercial Code of the State Law or any other relevant jurisdiction or otherwise) by a security agreement in favor policy of any person as secured partyinsurance thereon, ordinary wear and tear excepted, (d) the Company will Pledgor shall permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company will Pledgor shall pay promptly when due all material taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, except such taxes, assessments, governmental charges and levies, if any, as are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (f) the Company will Pledgor shall continue to operate its business in material compliance with all applicable Laws, and (g) the Pledgor shall not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions other than (i) equipment constituting Collateral sold or otherwise provided to clients by Pledgor pursuant to Booked Orders and related Client Statements of obsolete Work, or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory (ii) in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Borrower further covenants with the Secured Party Lender as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Lender pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate address of Real Estate which is subject to the Mortgage and the Company Borrower will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured PartyLender, (b) except for the security interest herein grantedgranted and liens permitted by the Credit Agreement, the Company shall Borrower will be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company shall Borrower will defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured PartyLender, (c) other than in favor of the Secured Party, the Company shall Borrower will not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of person other than Lender except for liens permitted by the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyCredit Agreement, (d) Borrower will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) Borrower will permit the Secured PartyLender, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company 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 the such Collateral or incurred in connection with this Agreement, (g) Borrower will operate its business in 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, and (fh) the Company Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (i) sales of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangibles in the ordinary course of business, business and the sale (ii) sales or other dispositions of inventory obsolescent items of equipment in the ordinary course of business consistent with past practicespractices and permitted by the Credit Agreement.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party (as collateral agent for the Banks) as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate Schedule A and the Company Debtor will not remove the move any Collateral from such locations, to any location not shown in Schedule A without providing at least thirty (30) days prior written notice to the Secured Party, which notice shall include the new location, (b) except for the security interest herein grantedgranted and liens permitted by the Loan Agreement, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured PartyParty (as collateral agent for the Banks), (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound other than the Secured Party (as provided in Section 9-203(dcollateral agent for the Banks) of except for liens permitted by the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyLoan Agreement, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect and audit the Collateral at any reasonable time, wherever located, according to the terms of the Loan Agreement, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral according to the terms of the Loan Agreement or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate, its business in 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, (h) the Debtor will apply for all subsidies, price support payments, guaranty payments and other payments of any kind available to the Debtor under any federal, state or local governmental program relating to the use of corn to produce ethanol, the production of ethanol, the sale of ethanol and any other activities of the Debtor, will file for all tax credits and deductions available for any of the foregoing, and will take no action, or omit to take any action, which would preclude or jeopardize in any manner the Debtor’s ability to participate in any such payments, programs, tax credits or deductions and (fi) the Company Debtor will not discount, factor, sell or otherwise dispose, or offer to sell or otherwise dispose, of any of the Collateral, including, but not limited to, instruments, general intangibles, tangible or electronic chattel paper, promissory notes and/or accounts, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, (i) sales and the sale leases of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.; provided, however, that permitted sales under this Section are also permitted under the Loan Agreement. In the event that such sales are not permitted under the Loan Agreement, then such sales are also not permitted hereunder. In addition, the Debtor will only store grain owned by the Debtor not evidenced by a Warehouse Receipt in facilities owned by the Debtor at locations set forth on Schedule A.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate Schedule A and the Company Debtor will not remove move any Collateral except as permitted in the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured PartyLoan Agreement, (b) except for the security interest herein grantedgranted and other Permitted Liens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in with respect to the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyexcept for Permitted Liens, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect and audit the Collateral at any reasonable time, wherever located, according to the terms of the Loan Agreement, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral according to the terms of the Loan Agreement or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Debtor will apply for all subsidies, price support payments, guaranty payments and other payments of any kind available to the Debtor under any federal, state or local governmental program relating to the Debtor’s operations conducted in accordance with past practices, will file for all tax credits and deductions available for any of the foregoing, and will take no action, or omit to take any action, which would preclude or jeopardize in any manner the Debtor’s ability to participate in any such payments, programs, tax credits or deductions and (fh) the Company Debtor will not discount, factor, sell or otherwise dispose, or offer to sell or otherwise dispose, of any of the Collateral, or any interest therein except for dispositions of obsolete or worn-out propertyincluding, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.but not limited 9

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practicespractices and the sale of the Factored Receivables sold in accordance with the terms of the Intercreditor Agreement and the Note, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company 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 Secured Party, (c) other than in favor of the Secured PartyParty or, so long as the Intercreditor Agreement is in full force and effect, Versant with respect to the Versant Collateral and the Versant Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, with respect to the Collateral, the sale of the Factored Receivables sold in accordance with the terms of the Intercreditor Agreement and the Note and, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Company's Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein which are adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable timetime and, so long as no Event of Default has occurred and is continuing, with not less than five (5) Business Days' notice, wherever located, provided, that, so long as no Event of Default has occurred and is continuing, the Secured Party shall not exercise the rights under this clause (d) more than two (2) times during any calendar year, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, (w) dispositions of obsolete or worn-out property, (x) the granting of non-exclusive licenses in the ordinary course of business, and (y) the sale of inventory in the ordinary course of business consistent with past practicesand (z) other sales or dispositions expressly permitted under the SPA or the Note.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company 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 Secured Party, (c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.. 100

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold except as contemplated by the APA or, with respect to equipment inventory, as may be required in good faith to perform in the ordinary course of business consistent with past practicesunder the terms and conditions of a Customer Contract, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, locations without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company rights of Secured Party under the APA and the TSA, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, and (fg) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (x) leases of inventory and licenses of general intangibles in the ordinary course of business and (y) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.

Covenants Concerning Collateral, Etc. The Company (a) Each Debtor further covenants with the Secured Party as follows: (ai) other than inventory sold in the ordinary course Collateral of business consistent with past practices, the Collateralsuch, to the extent not delivered to the Secured Party pursuant to §4Section 4 hereof, will be kept at those locations listed on the such Debtor’s Perfection Certificate and the Company on Schedule 2 and such Debtor will not remove the its Collateral from such locations, without providing at least thirty (30) 15 days prior written notice to the Secured Party, (bii) except for the security interest herein granted, the Company Credit Facility Security Interest, the Second Lien Security Interest and Permitted Liens under (and as defined in) the Indenture, such Debtor shall be the owner of or have other rights in the its Collateral free from any right or claim of any other person person, Lien or any Lien (other than Permitted Liens)encumbrance, and the Company such Debtor 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 Secured Party, (ciii) other than in favor of the Secured Party, the Company such Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien or encumbrance in or on the Collateral in favor of any person, or become bound other than the Secured Party, except for Liens permitted by the Indenture, (as provided iv) such Debtor will keep its Collateral in Section 9-203(dgood order and repair (ordinary wear and tear excepted) and will not use the same in violation of the Uniform Commercial Code of the State law or any other relevant jurisdiction or otherwise) by a security agreement in favor policy of any person as secured partyinsurance thereon, (dv) the Company such Debtor will permit the Secured Party, or its designee, to inspect the its Collateral at any reasonable time, wherever located, (evi) the Company such Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the its Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Security Agreement, and (fvii) the Company such Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, its Collateral or any interest therein except for dispositions of obsolete or worn-out property, as may be permitted by the granting of non-exclusive licenses in the ordinary course of business, Indenture and the sale of inventory in the ordinary course of business consistent with past practicesIntercreditor Agreement.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party Purchasers as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Purchasers pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured PartyPurchasers, (b) except for the security interest herein grantedgranted and Permitted Liens, the Company Grantor shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Grantor 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 Secured PartyPurchasers, (c) other than in favor of the Secured Party, the Company Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of person other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyPurchasers except for Permitted Liens, (d) the Company Grantor will not use the Collateral in violation of any policy of insurance thereon, (e) the Grantor will permit the Secured PartyPurchasers, or its their designee, to inspect the Collateral at any reasonable timeCollateral, wherever located, at any reasonable time during business hours upon prior notice of at least three Business Days (eunless a Default or an Event of Default has occurred and is continuing, in which event no prior notice shall be required), (f) the Company Grantor 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 the such Collateral or incurred in connection with this AgreementAgreement other than any taxes contested in good faith and for which appropriate reserves have been established by the Grantor, (g) the Grantor will continue to operate, its business in 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, and (fh) the Company Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, as permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesNotes.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, Collateral will be kept at those in the locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, Schedule 9.1 ; (b) except for the security interest herein grantedgranted and liens existing on or prior to the date hereof and Permitted Liens (as defined in the Note), the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person, lien, security interest, license, or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, ; (c) other than in favor none of the Secured PartyAccount Debtors or other Persons obligated on any of the Collateral is a Governmental Entity covered by the Federal Assignment of Claims Act or like federal, state, or local statute or rule in respect of such Collateral; (d) the Company Debtor shall not pledge, mortgage or createmortgage, or suffer to exist create any right of any person Person in or claim by any person Person to the Collateral, or any Lien security interest, lien, license, or encumbrance in the Collateral in favor of any personPerson, or become bound other than pursuant to the Senior Secured Debt documents and to the Secured Party; (as provided e) the Debtor will keep the Collateral in Section 9-203(d) good order and repair and will not use the same in violation of the Uniform Commercial Code of the State law or any other relevant jurisdiction policy of insurance thereon; (f) maintain, protect, and not permit to lapse or otherwise) by a security agreement in favor of to become abandoned or licensed any person as secured party, Intellectual Property and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property; (dg) the Company Debtor will permit the Secured Party, or its designeedesignees, to inspect the Collateral at any reasonable time, wherever located, ; (eh) the Company Debtor will deliver to the Secured Party promptly at the Secured Party’s request from time to time additional copies of any or all of such papers or writings, and such other information with respect to any of the Collateral and such other writings as the Secured Party may in its sole discretion deem to be necessary or effectual to evidence the loan under the Note or the Secured Party’s subordinated security interest in the Collateral; (i) the Debtor will pay promptly when due all taxes, assessments, governmental charges charges, and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Security Agreement, ; and (fj) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (1) sales and leases of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory Inventory in the ordinary course of business and (2) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, Collateral will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate its business in 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, and (fh) the Company Debtor will not sell or otherwise disposedispose of, or offer to sell or otherwise disposedispose of, of the Collateral, Collateral or any interest therein except for dispositions sales of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangibles in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party except for Permitted Liens, (db) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, and (fc) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, sales and the sale leases of inventory and licenses of general intangibles in the ordinary course of business consistent and assignments or sublicenses to Subsidiaries as provided for in the Patent License and Assignment Agreement, (d) the Debtor will not register with past practicesthe United States Copyright Office (or apply for such registration of) any of the Debtor’s maskworks, computer software or other copyrights that would infringe or contribute to the infringement of the Collateral, unless the Debtor has provided Secured Party not less than 30 days prior written notice of the commencement of such registration/application and the Debtor has executed and delivered to Secured party such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Secured Party) which Secured Party in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application, (e) the Debtor will identify to Secured Party in writing any and all patents or trademarks that would infringe or contribute to the infringement of the Collateral and that are registered (or the subject of any application for registration) with that United States Patent and Trademark Office that the Debtor acquires in the future, promptly upon such acquisition; and, upon Secured Party’s request therefore, the Debtor shall promptly execute and deliver to Secured Party such security agreements(s) and other documentation (in form and substance reasonably satisfactory to Secured Party) which Secured Party in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registrations or applications.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party Lenders and the Agent as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Agent pursuant to §4Sec.4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured PartyAgent; provided however, the Company and its Subsidiaries may remove Collateral with a value of $250,000 in the aggregate each calendar year and shall give notice to the Agent of any such removal as soon as possible thereafter, (b) except for the security interest herein grantedgranted and Liens permitted by the Loan Agreement, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)Lien, and the Company 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 Secured PartyAgent or any of the Lenders, (c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of Agent except for Liens permitted by the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyLoan Agreement, (d) the Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Loan Agreement, the Company will permit the Secured PartyAgent, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company 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 the Collateral or incurred in connection with this Agreement, (g) the Company will continue to operate, its 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, and (fh) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (i) sales of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangibles in the ordinary course of business, (ii) so long as no Event of Default has occurred and the sale is continuing, sales or other dispositions of inventory in the ordinary course obsolescent items of business equipment consistent with past practicespractices and (iii) dispositions permitted by the Loan Agreement.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations, except as required in the ordinary course of business, without providing at least thirty (30) 30 days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and Permitted Liens, the Company Grantor shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Grantor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of person other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party except for Permitted Liens, (d) the Company Grantor will not use the Collateral in violation of any policy of insurance thereon, (e) the Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable timeCollateral, wherever located, at any reasonable time during business hours upon prior notice, (ef) the Company Grantor 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 the such Collateral or incurred in connection with this AgreementAgreement other than any taxes contested in good faith and for which appropriate reserves have been established by the Grantor, (g) the Grantor will continue to operate, its business in 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, and (fh) the Company Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, as permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesPurchase Agreement.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party Purchasers as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Purchasers pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured PartyPurchasers, (b) except for the security interest herein grantedgranted and Permitted Liens, the Company Grantor shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Grantor 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 Secured PartyPurchasers, (c) other than in favor of the Secured Party, the Company Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of person other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyPurchasers except for Permitted Liens, (d) the Company Grantor will not use the Collateral in violation of any policy of insurance thereon, (e) the Grantor will permit the Secured PartyPurchasers, or its their designee, to inspect the Collateral at any reasonable timeCollateral, wherever located, at any reasonable, mutually agreeable time upon prior notice of at least three Business Days (eunless a Default or an Event of Default has occurred and is continuing, in which event no prior notice shall be required), (f) the Company Grantor 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 the such Collateral or incurred in connection with this AgreementAgreement other than any taxes contested in good faith and for which appropriate reserves have been established by the Grantor, (g) the Grantor will operate its business in 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, and (fh) the Company Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, as permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesNotes.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Company's Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4ARTICLE IV, will be kept at those locations listed on the Perfection Certificate address listed on the cover page hereof and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, ; (b) except for the security interest herein grantedPermitted Liens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, ; (c) other than in favor of the Secured Partyexcept for Permitted Liens, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of person other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, Secured Party and Oak Harbor; (d) the Company Debtor will keep the Collateral in good order and repair reasonable wear and tear excepted and will not use the same in violation of law or any policy of insurance thereon; (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, during regular business hours of the Debtor, and upon reasonable prior written notice to the Debtor; (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement; (g) the Debtor will continue to operate its 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; and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (i) sales and leases of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangibles in the ordinary course of businessbusiness and (ii) so long as no Event of Default has occurred and is continuing for a period of sixty (60) calendar days, and the sale sales or other dispositions of inventory obsolescent Collateral in the ordinary course of business consistent with past practicespractices dispositions permitted by the Notes.

Covenants Concerning Collateral, Etc. The Each Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the such Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the such Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the such Company 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 Secured Party, (c) other than in favor of the Secured Party, the such Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the such Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the such Company 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 the Collateral or incurred in connection with this Agreement, and (f) the such Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate Debtor’s principal place of business and the Company Debtor will not remove the Collateral from such locations, except in the ordinary course of business, without providing at least thirty (30) 30 days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and granted to Citizens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured PartyParty or any, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, other than Secured Party, except for the liens or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyencumbrances granted to Citizens, (d) Debtor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable timetime during normal business hours, wherever located, (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, (g) Debtor will continue to operate its 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, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory in the ordinary course of business consistent with past practices.business..

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as followsfollows except to the extent that failure to do so would not cause a Material Adverse Change: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate Certificate, if any, and the Company on Exhibit B attached hereto and Debtor will not remove the Collateral from such locations, other than in the ordinary course of business, without providing at least thirty (30) days days’ prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and liens permitted by the Loan Documents, including without limitation the Company Permitted Exceptions, Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than Secured Party, except for liens permitted by the Uniform Commercial Code of Loan Documents, including without limitation the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyPermitted Exceptions, (d) Debtor will keep the Company Collateral in good order and repair, normal wear and tear excepted, and will not use the same in violation of law or any policy of insurance thereon, (e) Debtor will permit the Secured Party, or its designee, to inspect the Collateral with prior notice and at any reasonable time, wherever located, (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, (g) Debtor will continue to operate its business in 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, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral during normal business hours, wherever located, provided if any Event of Default has occurred and is continuing, any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for (i) dispositions otherwise permitted under the SPA and the Note and (ii) so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company such Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company such Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company such Debtor shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company no Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company each Debtor will permit the Secured Party, or its designee, upon reasonable advance written notice to such Debtor to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to such Debtor shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company each Debtor 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 the Collateral or incurred in connection with this Agreement, and (f) the Company no Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral during normal business hours, wherever located, provided if any Event of Default has occurred and is continuing, any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, (i) dispositions otherwise permitted under the SPA and the Note and (ii) so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company CRC further covenants with the Secured Party Repligen as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company CRC shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (lien, security interest or other than Permitted Liens)encumbrance, and the Company CRC 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 Secured Party, Repligen; (cb) other than in favor of the Secured Party, the Company CRC shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or other * Confidential Treatment Requested encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than Repligen; (c) CRC will keep the Collateral in good order and will not use the same in violation of law or any policy of insurance thereon; (d) the Company CRC will permit the Secured PartyRepligen, or its designee, to inspect the Collateral at any reasonable timeCollateral, wherever located, upon reasonable advance notice (not less than 14 days); (e) the Company CRC 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 the Collateral or incurred in connection with this Agreement, and ; (f) CRC will continue to operate its business in substantial compliance with all applicable provisions of the Company 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; and (g) CRC will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale sales of inventory in the ordinary course of business consistent with past practicesbusiness.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party Holders and the Collateral Agent as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Collateral Agent pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company such Grantor will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured PartyCollateral Agent, (b) except for the security interest herein grantedgranted and Liens permitted by the Purchase Agreement, the Company such Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)lien, and the Company such Grantor 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 Secured PartyCollateral Agent or any of the Holders, (c) other than in favor of the Secured Party, the Company such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Collateral Agent except for Liens permitted by the Purchase Agreement, (d) such Grantor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Purchase Agreement, such Grantor will permit the Secured PartyCollateral Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company such Grantor 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 the Collateral or incurred in connection with this Agreement, (g) such Grantor will continue to operate, its business in 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, and (fh) the Company such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesPurchase Agreement.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and liens described on Exhibit B attached hereto, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound other than the Secured Party except for (i) liens set forth on Exhibit B attached hereto and (ii) liens subordinate to the security interest created in this Agreement for the Operating Line as provided in Section 9-203(d) 7.2 of the Uniform Commercial Code Operating Agreement of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyPeak Asphalt, LLC dated effective May 1, 2004, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate, its business in 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, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Administrative Agent and the other Secured Party Parties as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Administrative Agent pursuant to §4, will be kept at those locations listed on the such Grantor’s Perfection Certificate and the Company such Grantor will not remove the Collateral from such locations, without providing at least thirty fifteen (3015) days prior written notice to the Secured PartyAdministrative Agent, except for inventory in the ordinary course of business and equipment being repaired, (b) except for the security interest herein grantedgranted and other Permitted Liens, the Company such Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)Lien, and the Company such Grantor 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 Administrative Agent or any of the other Secured PartyParties, (c) other than in favor of the Secured Party, the Company such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Administrative Agent except for Permitted Liens, (d) such Grantor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Credit Agreement, such Grantor will permit the Secured PartyAdministrative Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) as provided in the Company Credit Agreement, such Grantor 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 the Collateral or incurred in connection with this Agreement, (g) such Grantor will continue to operate its business in compliance in all material respects 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, and (fh) the Company such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, as permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesCredit Agreement.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party and the Investors as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company 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 Secured Party, (c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Administrative Agent and the other Secured Party Parties as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Administrative Agent pursuant to §4, will be kept at those locations listed on the such Grantor’s Perfection Certificate and the Company such Grantor will not remove the Collateral from such locations, without providing at least thirty fifteen (3015) days prior written notice to the Secured PartyAdministrative Agent, except for inventory in the ordinary course of business and equipment being repaired, (b) except for the security interest herein grantedgranted and Liens permitted by the Credit Agreement, the Company such Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)lien, and the Company such Grantor 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 Administrative Agent or any of the other Secured PartyParties, (c) other than in favor of the Secured Party, the Company such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Administrative Agent except for Liens permitted by the Credit Agreement, (d) such Grantor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Credit Agreement, such Grantor will permit the Secured PartyAdministrative Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) as provided in the Company Credit Agreement, such Grantor 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 the Collateral or incurred in connection with this Agreement, (g) such Grantor will continue to operate its business in compliance in all material respects 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, and (fh) the Company such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, as permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesCredit Agreement.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Company’s Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, upon advance written notice to the Company to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to the Company shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party and the Investors as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, and except as provided in any applicable Intercreditor Agreement, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company 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 Secured Party, (c) other than in favor of the Secured Party, the Sallyport Lender or another lender consented to by the Investors (in each case to the extent an Intercreditor Agreement has been entered into and is in full force and effect) with respect to any applicable Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, with respect to the Collateral, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the tangible Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to Secured Party (with the Secured Partyexception of the movement of inventory sold by Debtor and removal and replacement of equipment in the ordinary course of Debtor's business), (b) except for the security interest herein granted, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partythan Secured Party, (d) Debtor will keep the Company 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, (e) Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable timetime on reasonable advance notice, wherever located, (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, except for such taxes, assessments and governmental charges being contested by Debtor in good faith, (g) Debtor will continue to operate its 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, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicestherein.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as followsfollows except to the extent that failure to do so would not cause a Material Adverse Change: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate Certificate, if any, and the Company on Exhibit B attached hereto and Debtor will not remove the Collateral from such locations, other than in the ordinary course of business or as permitted under the Loan Agreement or the Guaranty, without providing at least thirty (30) days days’ prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and liens permitted by the Loan Documents, including without limitation the Company Permitted Exceptions, Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than Secured Party, except for liens permitted by the Uniform Commercial Code of Loan Documents, including without limitation the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyPermitted Exceptions, (d) Debtor will keep the Company Collateral in good order and repair, normal wear and tear excepted, and will not use the same in violation of law, (e) Debtor will permit the Secured Party, or its designee, upon reasonable prior notice, to inspect enter upon any portion of the premises where any Collateral may be located for purposes of inspection of the Collateral; provided, however, that inspection by Secured Party (or by Secured Party’s inspector) of the Collateral at or any reasonable timeportion thereof is for the sole purpose of protecting the security of Secured Party and is not to be construed as a representation by Secured Party that there has been compliance with applicable law or any other requirement or condition and Debtor may make or cause to be made such other independent inspections as Debtor may desire for its own protection, wherever locatedand nothing contained herein shall be construed as requiring Secured Party to oversee or supervise the Collateral, (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, (g) Debtor will continue to operate its business in 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, and (fh) unless such action would result in a Material Adverse Change (without taking into consideration subsections (iii) and (iv) of the Company will not definition of Material Adverse Change), Debtor may sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions that Debtor shall not sell or otherwise dispose of, or offer to sell or otherwise dispose of, all or a substantial part of obsolete the Collateral other than to Borrower or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesa Guarantor.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4Article IV, will be kept at those locations listed on the Perfection Certificate address listed on the cover page hereof and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, ; (b) except for the security interest herein grantedPermitted Liens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, ; (c) other than in favor of the Secured Partyexcept for Permitted Liens, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any personperson other than the Secured Party, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyVey, and Oak Harbor; (d) the Company Debtor will keep the Collateral in good order and repair reasonable wear and tear excepted and will not use the same in violation of law or any policy of insurance thereon; (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, during regular business hours of the Debtor, and upon reasonable prior written notice to the Debtor; (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement; (g) the Debtor will continue to operate its 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; and (fh) the Company Debtor will not sell or otherwise disposedispose of, or offer to sell or otherwise disposedispose of, of the Collateral, Collateral or any interest therein except for dispositions (i) sales and leases of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangibles in the ordinary course of business, and the sale (ii) so long as no Event of inventory Default has occurred and is continuing for a period of sixty (60) calendar days, sales or other dispositions of obsolescent Collateral in the ordinary course of business consistent with past practicespractices dispositions permitted by the Note.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4ARTICLE IV, will be kept at those locations listed on the Perfection Certificate address listed on the cover page hereof and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein grantedPermitted Liens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any personperson other than the Secured Party except (for Permitted Liens), or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyand Xxxxx X. Xxx, (d) the Company Debtor will keep the Collateral in good order and repair reasonable wear and tear excepted and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, during regular business hours of the Debtor, and upon reasonable prior written notice to the Debtor. (ef) the Company Debtor 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 the such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate its 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, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (i) sales and leases of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangibles in the ordinary course of businessbusiness and (ii) so long as no Event of Default has occurred and is continuing for a period of sixty (60) calendar days, and the sale sales or other dispositions of inventory obsolescent Collateral in the ordinary course of business consistent with past practicespractices dispositions permitted by the New Note.

Covenants Concerning Collateral, Etc. The Company Grantors further covenants covenant with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company Guarantor shall be the owner of or have other rights in the Collateral free from any right lien, security interest, or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Grantors shall use all commercially reasonable efforts to defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (cb) other than in favor of the Secured Party, the Company Grantors shall not pledge, mortgage mortgage, or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any personperson other than the Secured Party, or become bound (as provided c) the Grantors will keep the Collateral in Section 9-203(d) good order and repair and will not use the same in violation of the Uniform Commercial Code of the State law or any other relevant jurisdiction or otherwise) by a security agreement in favor policy of any person as secured partyinsurance thereon, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company Grantors will pay promptly when due all taxes, assessments, governmental charges charges, and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, and (e) the Grantors will not license any of the Collateral or grant any other right or permission to use any of the Collateral, (f) the Company Grantors will not grant any covenant not to xxx or immunity from suit on any of the Collateral; (g) the Grantors will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein; (h) the Grantors will promptly notify the Secured Party of the existence of any new Patents, Patent Applications or Trademarks in the United States not identified on Schedules I or II hereto so that the Secured Party may further perfect its security interest therein except for dispositions of obsolete by, inter alia, recording its security interest therein with the United States Patent and Trademark Office or worn-out propertywith any state; and (i) at their expense, the granting Grantors will perform all acts and execute all documents necessary to maintain the existence of non-exclusive licenses the Collateral as valid and subsisting, including, without limitation, (x) the prosecution of each Patent Application to issuance unless all claims therein have been finally rejected by the Patent Office and, after consultation with the Secured Party, the Grantors determine in their reasonable business judgment that further prosecution is unlikely to secure allowance of any finally rejected claim, (y) the ordinary course payment of businessall maintenance fees on each Patent, and (z) the sale filing of inventory any renewal affidavits and applications for each registered Trademark, subject to cessation of use, as determined by the Grantors in the ordinary course of their reasonable business consistent with past practicesjudgment.

Covenants Concerning Collateral, Etc. The Company Each of the Companies further covenants with the Secured Party Banks and the Administrative Agent as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the CollateralCollateral pledged by it hereunder, to the extent not delivered to the Secured Party Administrative Agent pursuant to §4ss.4, will be kept at those locations listed on the its Perfection Certificate and the Company it will not remove the Collateral from such locations, except in the ordinary course of business, without providing at least thirty (30) 30 days prior written notice to the Secured PartyAdministrative Agent, (b) except for the security interest herein grantedgranted and Liens permitted by the Credit Agreement, the Company it shall be the owner of or have other rights in the Collateral pledged by it hereunder free from any right or claim of any other person or any Lien (other than Permitted Liens)Lien, and the Company it 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 Secured PartyAdministrative Agent or any of the Banks, (c) other than in favor of the Secured Party, the Company it shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the CollateralCollateral pledged by it hereunder, or any Lien in the Collateral pledged by it hereunder in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of Administrative Agent except for Liens permitted by the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyCredit Agreement, (d) it will keep the Company Collateral pledged by it hereunder in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) it will permit the Secured PartyAdministrative Agent, or its designee, to inspect the Collateral pledged by it hereunder at any reasonable time, wherever located, (ef) the Company it will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral pledged by it hereunder or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.pledged by it

Covenants Concerning Collateral, Etc. The Each Company further covenants with the Secured Party and the Investors as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the such Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the such Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the such Company 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 Secured Party, (c) other than in favor of the Secured Party, the such Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the such Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the such Company 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 the Collateral or incurred in connection with this Agreement, and (f) the such Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) 15 days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and the Permitted Liens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured PartyParty (except for the Permitted Liens), (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound other than the Secured Party (as provided in Section 9-203(d) of and other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyPermitted Liens), (d) the Company Debtor will keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of any material law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral Collateral, subject to reasonable advance notice, at any reasonable timetime during normal business hours, wherever located, (ef) the Company Debtor 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 the such Collateral or incurred in connection with this AgreementAgreement (unless such taxes, assessments, governmental charges, and levies are being properly contested), (g) the Debtor will continue to operate, its business in 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, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory in the ordinary course of business (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practicespractices and (iii) as otherwise permitted in the Credit Agreement.

Covenants Concerning Collateral, Etc. The Company LLC further covenants with the Secured Party Party, as regards the assets of the LLC, as follows: (a) other than inventory sold in as of the ordinary course of business consistent with past practicesdate hereof, the tangible Collateral, to the extent not delivered to the Secured Party pursuant to §4Section 5, is located only in the states and at the address, as identified on Exhibit B attached hereto and (i) the LLC will not permit any tangible Collateral to be kept at those locations listed on located in any state (and, if county filing is required, in any county) in which a financing statement covering such Collateral is required to be, but has not in fact been, filed in order to perfect the Perfection Certificate Security Interest, and (ii) the Company LLC will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for as otherwise previously disclosed to or known by the security interest herein grantedSecured Party, the Company LLC shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company LLC 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 Secured Party, (c) other than except as allowed in favor of the Secured PartyPurchase Agreement, the Company LLC shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of person other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party, (d) the Company LLC will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the LLC will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company LLC 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 the such Collateral or incurred in connection with this Agreement, (g) the LLC will continue to operate, its business in 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, and (fh) the Company LLC will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (i) approved by Secured Party in advance, (ii) sales of obsolete or worn-out property, the granting of non-exclusive licenses inventory in the ordinary course of business, and the sale of inventory (iii) replacement in the ordinary course of business consistent with past practicesor upon casualty; or (iv) as otherwise allowed herein or in the Purchase Agreement.

Covenants Concerning Collateral, Etc. The Company Grantor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate Project site and the Company Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days days’ prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and the Permitted Liens, the Company Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)lien, and the Company Grantor 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 Secured PartyParty or any of the Secured Parties, (c) other than in favor of the Secured Party, the Company Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d§9.203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Secured Party except for the Permitted Liens, (d) the Company Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Grantor 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 the Collateral or incurred in connection with this Agreement, (g) the Grantor will continue to operate, its business in 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, and (fh) the Company Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Subject in each case to Secured Party’s obligations under the SDASA, the Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent it consists of information and documentation relating to Accounts, contracts rights and Documents not delivered to the Secured Party pursuant to §4the terms hereof, will be kept only at those locations listed the address of the Debtor set forth on the Perfection Certificate signature page hereof or other locations approved by Lender, and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company Debtor shall be the owner of or have other rights in the Collateral and the Real Property Rights free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor 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 Secured PartyParty except such liens, security interests and encumbrances existing immediately prior to the conveyance of the Solar Assets from Secured Party to Debtor pursuant to the SDASA and continuing thereafter, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage mortgage, encumber or create, or suffer to exist any right of any person in a lien or claim by any person to the Collateral, or any Lien security interest in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement Real Property Rights in favor of any person as secured partyother than the Secured Party, (d) the Company Debtor will permit the Secured Party, or its designee, to inspect the Collateral and the real property in which the Debtor has any Real Property Rights at any reasonable time, wherever located, (e) the Company Debtor will pay (or cause to be paid) promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this AgreementAgreement or relating to the real property in which the Debtor has any Real Property Rights, and (f) the Company Debtor will continue to operate, its business in compliance with all applicable federal, state and local laws, statutes and ordinances, (g) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein or any Real Property Rights, except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale sales of inventory in the ordinary course of business consistent business; and (h) the Debtor will comply at all times with past practicesall Land Contracts and all other agreements evidencing or relating to the Collateral or any Real Property Rights.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party Lender as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Lender pursuant to §4Section 4 hereof or used in the ordinary course of the Company’s business at multiple locations and is “mobile” by its nature, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured PartyLender, (b) except for the security interest herein grantedgranted and liens permitted by the Credit Agreement, the Company shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company 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 Secured PartyLender, (c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of person other than the Uniform Commercial Code of Lender except for liens permitted by the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyCredit Agreement, (d) the Company will keep the Collateral in good order and repair (subject to normal wear and tear and insured casualty loss) and will not use the same in material violation of law or any policy of insurance thereon, (e) as provided in the Credit Agreement, the Company will permit the Secured PartyLender, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company 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 the such Collateral or incurred in connection with this AgreementAgreement except any such taxes, assessments, governmental charge and levies which are being diligently contested in good faith by appropriate proceedings, and for which adequate reserves have been set aside on the Company’s books in accordance with GAAP, (g) the Company will continue to operate its business in 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, and (fh) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (i) sales of obsolete or worn-out property, the granting of non-exclusive licenses inventory in the ordinary course of businessbusiness and (ii) so long as no Event of Default has occurred and is continuing, and the sale sales or other dispositions of inventory obsolescent items of equipment in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each Credit Party further covenants with the Secured Party Parties and the Security Agent as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and Liens permitted by the Note Purchase Agreement or other Credit Agreement, the Company such Credit Party shall be the owner of or have other rights in the Collateral owned by such Credit Party free from any right or claim of any other person or any Lien (other than Permitted Liens)Lien, and the Company such Credit Party shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor Security Agent or any of the Secured PartyParties, the Company (b) such Credit Party shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, other than the Security Agent except for Permitted Liens, (c) such Credit Party will use commercially reasonable efforts to keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same or become bound (as provided permit lessees to use the same in Section 9-203(d) violation of the Uniform Commercial Code of the State law or any other relevant jurisdiction policy of insurance thereon and, in connection therewith, such Credit Party shall not lease or otherwise) by a security agreement in favor employ any item of Equipment or permit the lease or employment of any person as secured partyitem of Equipment (i) in any illegal trade or business or (ii) in carrying illegal or prohibited goods or contraband in any manner whatsoever which may render such Collateral liable to condemnation, destruction, seizure or confiscation (it being understood that any lessee using Collateral in a manner which would violate this clause (c) in contravention of such lessee’s lease agreement with such Credit Party shall not constitute such Credit Party permitting such lessee to do so), (d) as provided in the Company Note Purchase Agreement (and notwithstanding anything to the contrary in any other Credit Agreement), such Credit Party will permit the Secured PartySecurity Agent, or its designee, to inspect the Collateral upon reasonable advance notice at any reasonable time, during normal business hours, wherever locatedlocated subject, in the case of any leased Equipment, to the lessee’s quiet enjoyment rights with respect thereto, (e) subject to Section 9.4 of the Company Note Purchase Agreement (and notwithstanding anything to the contrary in any other Credit Agreement), such Credit Party will pay or cause to be paid promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) such Credit Party will continue to operate its business in compliance in all material respects with all applicable provisions of the Company 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, (g) such Credit Party will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions permitted by the Note Purchase Agreement and such other Credit Agreements and (h) such Credit Party shall not sell, assign or otherwise transfer the executed original copy of obsolete chattel paper which constitutes Collateral in a transaction that involves relinquishing possession of such chattel paper to any third party without first conspicuously stamping such Credit Party’s counterpart of each such chattel paper (and any other counterpart thereof that comes into such Credit Party’s possession) with a legend clearly indicating that such chattel paper and some or worn-out property, all of the granting of non-exclusive licenses in Equipment or other collateral subject thereto are subject to the ordinary course of business, and security interest granted to the sale of inventory in the ordinary course of business consistent with past practicesSecurity Agent hereunder.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party Collateral Agent as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Collateral Agent pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured PartyCollateral Agent , (b) except for the security interest herein grantedgranted and Permitted Liens, the Company Grantor shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Grantor 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 Secured PartyCollateral Agent , (c) other than in favor of the Secured Party, the Company Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of person other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyCollateral Agent except for Permitted Liens, (d) the Company Grantor will not use the Collateral in violation of any policy of insurance thereon, (e) the Grantor will permit the Secured PartyCollateral Agent , or its designee, to inspect the Collateral at any reasonable timeCollateral, wherever located, at any reasonable time during business hours upon prior notice of at least three Business Days (eunless a Default or an Event of Default has occurred and is continuing, in which event no prior notice shall be required), (f) the Company Grantor 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 the such Collateral or incurred in connection with this AgreementAgreement other than any taxes contested in good faith and for which appropriate reserves have been established by the Grantor, (g) the Grantor will continue to operate its business in 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, and (fh) the Company Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, as permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesNotes.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and liens permitted by the Credit Agreement, the Company Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Grantor 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 Secured Party, (c) other than in favor of the Secured Party, the Company Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of Secured Party except for liens permitted by the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyCredit Agreement, (d) the Company Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Grantor 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 the such Collateral or incurred in connection with this Agreement, (g) the Grantor will continue to operate, its business in 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, and (fh) the Company Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory and licenses of general intangibles in the ordinary course of business consistent with past practicesand (ii) dispositions permitted by Section 6.6 of the Credit Agreement.

Covenants Concerning Collateral, Etc. The Each Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the such Company’s Perfection Certificate and the such Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the such Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the such Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the such Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the such Company will permit the Secured Party, or its designee, upon advance written notice to the Company to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to such Company shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the such Company 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 the Collateral or incurred in connection with this Agreement, and (f) the such Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Grantor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, granted and Permitted Liens the Company Grantor shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Grantor 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 Secured Party, (cb) other than in favor of the Secured Party, the Company Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any personperson other than the Secured Party except for Permitted Liens, or become bound (as provided c) the Grantor will not use the Collateral in Section 9-203(d) of the Uniform Commercial Code of the State or violation in any other relevant jurisdiction or otherwise) by a security agreement in favor material respect of any person as secured partypolicy of insurance thereon, (d) the Company Grantor, at Grantor’s sole cost, will permit the Secured Party, or its designee, to inspect the Collateral Collateral, wherever located, at any reasonable timetime during business hours as often as may be warranted in the reasonable credit judgment of Secured Party, wherever locatedprovided that, (i) in the absence of an Event of Default, Secured Party shall give Grantor one (1) Business Day’s prior notice of such inspection; and (ii) during the existence and continuance of any Event of Default, no prior notice of any such inspection by Secured Party to Grantor shall be required, (e) the Company Grantor 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 the such Collateral or incurred in connection with this AgreementAgreement other than any taxes contested in good faith and for which appropriate reserves have been established by the Grantor, and (f) the Company Grantor will continue to operate its business in 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, except where the noncompliance with which could not reasonably be expected to have a Material Adverse Change, and (g) the Grantor will not sell or otherwise disposeDispose, or offer to sell or otherwise disposeDispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, as permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesDIP Credit Facility.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, upon advance written notice to the Company to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to the Company shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company 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 the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party Parties as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Administrative Agent pursuant to §4, will be kept at those locations listed on the such Grantor’s Perfection Certificate and the Company such Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured PartyAdministrative Agent, (b) except for the security interest herein grantedgranted and Liens permitted by the Credit Agreement, the Company such Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)lien, and the Company such Grantor 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 Secured PartyParties, (c) other than in favor of the Secured Party, the Company such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Administrative Agent except for Liens permitted by the Credit Agreement, (d) such Grantor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Credit Agreement, such Grantor will permit the Secured PartyAdministrative Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located, upon reasonable prior written notice and absent a Default or an Event of Default, (ef) the Company such Grantor 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 the Collateral or incurred in connection with this Agreement, (g) such Grantor will continue to operate, its business in 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, and (fh) the Company such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, (i) sales and the sale leases of inventory and licenses of general intangibles in the ordinary course of business consistent with past practicesand (ii) so long as no Event of Default has occurred and is continuing, dispositions permitted by the Credit Agreement.