Common use of Equipment Covenants Clause in Contracts

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Default, and at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expense, deliver or cause to be delivered to the Lender written appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ business and not for personal, family, household or farming use; (e) the Borrowers shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools or similar equipment for warranty, delivery and installation purposes in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the upon Lender's request, Borrowers prior to an Event of Defaultshall, and at their expense, at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws, including all Environmental Laws; (d) the Equipment is and shall be used in the Borrowers’ applicable Borrower's business and not for personal, family, household or farming use; (e) the Borrowers shall not remove any Equipment from the locations set forth or permitted herein, except to the extent (i) necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers applicable Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of the applicable Borrower in the ordinary course of businessbusiness and (ii) subject as provided hereinbelow, as may be utilized on a temporary basis from time to time at locations of account debtors in the business operations of a Borrower; (f) the Equipment is now and shall remain personal property and the Borrowers shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) without limiting or abrogating any covenants contained in this Agreement or any other Financing Agreement in respect of Equipment generally, Borrowers shall not sell or otherwise dispose of the Financed Equipment, or any of it, without the prior written consent of Lender, in its sole discretion; and (h) Borrowers assume all responsibility and liability arising from the use of the Equipment. Borrowers agree that at any time Equipment of Borrowers with an aggregate auction value of $200,000 or more is utilized off-site for more than a 90- day period or if any such Equipment in any amount is used for 60 days in any location in which Lender has not taken all requisite action to perfect a lien upon and security interest in such Equipment, it shall on the ninetieth or sixtieth day, as the case may be provide Lender with a list of such Equipment and the location(s) thereof, and shall take all action as Lender deems appropriate to continue the perfection of its lien upon and security interest in such Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (151) days after time in any twelve (12) month period (except that, if the written request aggregate outstanding amount of the Lender Loans and Letter of Credit Obligations shall be equal to or greater than $30,000,000 for any one time during a fiscal year period of the Borrowers prior to an Event of Defaultthree (3) consecutive Business Days, and then, at Agent’s option, no more than two (2) times in any twelve (12) month period), but at any time or times as the Lender Agent may request on or after an Event of Default occurs has occurred and is continuing, the Borrowers shall, at their expense, deliver or cause to be delivered to the Lender Agent written appraisals as to the Equipment Equipment, in form, scope and methodology reasonably acceptable to the Lender Agent and by Emerald Technology Valuations, LLC or an appraiser reasonably acceptable to the LenderAgent, addressed to the Lender Agent and upon which the Lender Agent is expressly permitted to rely; without limiting in any way the foregoing in this clause (a), Agent, at its expense, shall have the right to have such an appraiser, at any time, perform such additional appraisals as to the Equipment; (b) the Borrowers and Guarantors shall keep the Equipment necessary in the conduct of their business in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers and Guarantors shall use the Equipment Equipment, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity in all material respects with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) the without prior notice to Agent, Borrowers and Guarantors shall not remove (i) any Eligible Equipment or (ii) any other Equipment with a fair market value in excess of $1,000,000 in the aggregate for all such Equipment of the Borrowers or Guarantors from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the its business of the Borrowers or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrowers or Guarantors in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers and Guarantors shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultupon Lender's request, and Borrower shall, at its expense, at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology reasonably acceptable to the Lender and by an appraiser reasonably acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers except in connection with dispositions of Equipment pursuant to Section 9.7, Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ Borrower's business and not for personal, family, household or farming use; (e) the Borrowers except in connection with dispositions of Equipment pursuant to Section 9.7, Borrower shall not remove any Equipment from the locations set forth or permitted herein, except except, if applicable, to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers Borrower shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume as between Borrower and Lender, Borrower assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultupon Lender's request, and Borrower shall, at its expense, at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ Borrower’s business and not for personal, family, household or farming use; (e) the Borrowers Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers Borrower shall not permit any of the Equipment to be or become a part of or permanently affixed to real property; and (g) the Borrowers assume Borrower assumes all responsibility and liability arising from the use of the Equipment. Borrower shall deliver to Lender within five(5) Business Days of the close of each month a schedule of all Equipment at the Manati Real Property used by a Borrower that has been furnished by a third party for use by a Borrower in connection with a Manufacturing Contract and is not owned by such Borrower, in such detail, containing such information and in such form as shall be satisfactory to Lender and accompanied by a certificate of an officer of Borrower, in form and substance satisfactory to Lender.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultupon Lender's request, and Borrower shall, at its expense, at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance thereon and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ Borrower's business and not for personal, family, household or farming use; (e) the Borrowers Borrower shall not remove any Equipment from the locations set forth or permitted hereinherein or in the Information Certificate, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers Borrower shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume as between Borrower and Lender, Borrower assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen upon Lender's request, Borrowers shall, at their expense, no more than once in any twelve (1512) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultmonth period, and but at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers each Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear exceptedtear); (c) the Borrowers each Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ ' business and not for personal, family, household or farming use; (e) the Borrowers each Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers such Borrower or to move Equipment directly from one location of a Borrower set forth or permitted herein to another such location of such or any other Borrower (so long as a financing statement between Lender, as secured party, and such other Borrower, as debtor, covering such Equipment has previously been recorded in the appropriate governmental offices of the jurisdiction of such location) and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of such Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers each Borrower shall not permit any of the Equipment to be or become a part of or affixed to real propertyproperty unless Lender has recorded a fixture filing in the appropriate governmental offices of the jurisdiction in which such real property is located and such fixture filing evidences Lender's first priority security interest in such Equipment; and (g) the Borrowers assume each Borrower assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (151) days after the written request of the Lender to time in any one time during a fiscal year of the Borrowers prior to an Event of Defaulttwelve (12) month period, and but at any time or times as the Lender Agent may request on or after an Event of Default occurs has occurred and is continuing, the Borrowers shall, at their expense, deliver or cause to be delivered to the Lender Agent written appraisals as to the Equipment Equipment, in form, scope and methodology reasonably acceptable to the Lender Agent and by Emerald Technology Valuations, LLC or an appraiser reasonably acceptable to the LenderAgent, addressed to the Lender Agent and upon which the Lender Agent is expressly permitted to rely; without limiting in any way the foregoing in this clause (a), Agent, at its expense, shall have the right to have such an appraiser, at any time, perform such additional appraisals as to the Equipment; (b) the Borrowers and Guarantors shall keep the Equipment necessary in the conduct of their business in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers and Guarantors shall use the Equipment Equipment, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity in all material respects with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) the without prior notice to Agent, Borrowers and Guarantors shall not remove (i) any Eligible Equipment or (ii) any other Equipment with a fair market value in excess of $1,000,000 in the aggregate for all such Equipment of the Borrowers or Guarantors from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the its business of the Borrowers or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrowers or Guarantors in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers and Guarantors shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal each US Borrower shall, at its expense, at least once each year of the Borrowers prior to an Event of Default, and or at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports and/or appraisals as to the Equipment in form, scope scope, methodology and methodology timetable for delivery acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely(an “Equipment Appraisal”); (b) the Borrowers each US Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers each US Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ applicable US Borrower’s business and not for personal, family, household or farming use; (e) the Borrowers each US Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers such US Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of a US Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers each US Borrower shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume each US Borrower assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultupon Agent's request, and at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expense, at any time or times an Event of Default exists or has occurred and is continuing, as Agent may request, deliver or cause to be delivered to the Lender Agent written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender Agent and by an appraiser acceptable to the Lender, Agent addressed to the Lender Agent and upon which the Lender is Agent and Lenders are expressly permitted to rely; (b) the Borrowers each Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers each Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ Borrower's business and not for personal, family, household or farming use; (e) the Borrowers each Borrower shall not remove any Equipment from the locations set forth or permitted herein, except (i) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers or such Borrower, (ii) to move Equipment directly from one location set forth or permitted herein to another such location and except location, (iii) for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of such Borrower in the ordinary course of businessbusiness and (iv) for portable scanning equipment, personal computers, other hand-held or mobile personal equipment and related accessories and tools to the extent used by employees of Huffy Service and Washington in the ordinary course of business at customer's locations; (f) the Equipment is now and shall remain personal property and the Borrowers each Borrower shall not permit any of the Equipment to be or become a part of the Real Property or affixed to real propertya fixture; and (g) the Borrowers assume each Borrower assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than two (152) days after the written request of the Lender to times in any one time during a fiscal year of the Borrowers prior to an Event of Defaulttwelve (12) month period, and but at any time or times as the Lender Agent may request on or after an Event of Default occurs has occurred and is continuing, the Borrowers shall, at their expense, deliver or cause to be delivered to the Lender Agent written full appraisals as to the Equipment Equipment, each such full appraisal to be in form, scope and methodology reasonably acceptable to the Lender Agent and by an appraiser reasonably acceptable to the LenderAgent, addressed to the Lender Agent and upon which the Lender Agent is expressly permitted to rely; without limiting in any way the foregoing in this clause (a), Agent, at its expense, shall have the right to have such an appraiser, at any time, perform such additional appraisals as to the Equipment; (b) the Borrowers and Guarantors shall keep the Equipment necessary in the conduct of their business in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers and Guarantors shall use the Equipment Equipment, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity in all material respects with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) the without prior notice to Agent, Borrowers and Guarantors shall not remove (i) any Eligible Equipment or Eligible Additional Equipment, or (ii) any other Equipment with a fair market value in excess of $1,000,000 in the aggregate for all such Equipment of the Borrowers or Guarantors from the locations set forth or permitted herein, except to the extent the Equipment is not in use anymore or to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the its business of the Borrowers or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrowers or Guarantors in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers and Guarantors shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment.”

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Default, and at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expense, deliver or cause to be delivered to the Lender written appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (cb) the Borrowers shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (dc) the Equipment is and shall be used in the Borrowers’ business each Borrower’s respective businesses and not for personal, family, household or farming use; (ed) the Borrowers shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course Ordinary Course of the business of the Borrowers Business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of the Borrowers in the ordinary course Ordinary Course of businessBusiness; (fe) the Equipment is now and shall remain personal property and the Borrowers shall not permit any of the Equipment to be or become a part of or affixed to real property; and (gf) the Borrowers assume all responsibility and liability arising from the use of the Equipment; and (g) the Borrowers shall, at their expense, at any time or times as Agent may request on or after an Event of Default has occurred and is continuing, deliver or cause to be delivered to Agent written reports and appraisals as to the Equipment in form, scope and methodology acceptable to Required Lenders and by an appraiser acceptable to Required Lenders, addressed to Agent or upon which Agent is expressly permitted to rely.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the upon Lender's request, Borrowers prior to an Event of Defaultshall, and at their expense, at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ ' business and not for personal, family, household or farming use; (e) the Borrowers shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrowers in the ordinary course of business; (f) subject to Section 4.3(c) hereof, Borrowers for all motor vehicles and rolling stock hereafter owned or acquired by any Borrower, upon the acquisition of such vehicles, Borrowers shall cause to be delivered to Lender original certificates of title for such motor vehicles and other rolling stock together with Lender's first priority lien noted thereon; (g) the Equipment is now and shall remain personal property and the Borrowers shall not permit any of the Equipment to be or become a part of or affixed to real property; and (gh) the Borrowers assume all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen upon Lender's request, Borrower shall, at its sole cost and expense, once during each twelve (1512) days month period after the written request of the Lender to any one time during a fiscal year of the Borrowers prior date hereof, and up to an Event of Default, and at any time or additional three times during each twelve (12) month period as the Lender may request on or after an Event of Default occurs and is continuingDefault, the Borrowers shallor, at their Lender's sole cost and expense, at any other time or times, deliver or cause to be delivered to the Lender written reports or appraisals as to the orderly liquidation value of the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers Borrower shall keep the Equipment in good order, repair, running repair and marketable condition (ordinary wear and tear excepted); (c) the Borrowers Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ business and not for personal, family, household or farming use; (e) the Borrowers Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrower in the ordinary course of business; (fe) the Equipment is now and shall remain personal property and the Borrowers Borrower shall not permit any of the Equipment to be or become a part of or affixed to real property; and (gf) the Borrowers assume Borrower assumes all responsibility and liability arising from the use of the Equipment.. Without limiting the provisions of Section 7.4(d) above, Borrower shall not relocate any of its Equipment to any location outside of the United States, other than the manufacturing facilities of Borrower's subsidiary in Reynosa, Mexico; provided, however, that: (w) no such relocation to such facilities in Reynosa, Mexico shall be permitted unless Lender has received not less than twenty (20) days prior written notice stating that such relocation notice is being given under Section 7.4(d) of this Agreement and identifying, with make, model, serial number and other identifying information, the Equipment proposed to be relocated, (x) upon or at any time after receipt of each such relocation notice, Lender shall be entitled to reduce the Amortized Equipment Value of Borrower's Equipment by the product obtained by multiplying (1) seventy-five (75%) percent of the orderly liquidation value of the Equipment to be relocated identified in such notice as set forth in the most recent appraisal pursuant to this Section 7.4 in respect of which the Amortized Equipment Value has been reset by Lender as provided in the definition of Amortized Equipment Value (or if no such reset has occurred, then as set forth in the appraisal dated October 27, 1997 by Dalex-Xxxxxx Xxxraisal Corporation), by (2) a fraction, the numerator which is the number of months elapsed after the date hereof (or, if the Amortized Equipment Value has been reset by Lender, the number of months elapsed after the date

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultupon Agent’s request, and at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expense, no more than two (2) times in any twelve month period if Equipment is included in the Borrowing Base, but at any time as Agent may request if an Event of Default shall exist or have occurred and be continuing, deliver or cause to be delivered to the Lender Agent written appraisals as to the Equipment (other than Excluded Property) in form, scope and methodology acceptable to the Lender Agent and by an appraiser acceptable to the LenderAgent, addressed to the Lender Agent and Lenders and upon which the Lender is Agent and Lenders are expressly permitted to rely; (b) the Borrowers and Guarantors shall keep the Equipment included in the Borrowing Base in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers and Guarantors shall use the Equipment included in the Borrowing Base with all reasonable care and caution and in accordance with applicable standards of any insurance in all material respects and in conformity with all applicable lawslaws in all material respects; (d) the Equipment is and shall be used in the Borrowers’ business of Borrowers and Guarantors and not for personal, family, household or farming use; provided, that, certain Rolling Stock consisting of motor vehicles used primarily by employees for business purposes may from time to time be incidentally used for personal, family or household use, as permitted by the internal policies of the applicable Borrower or Guarantor if any; (e) the Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired repaired, replaced or maintained in the ordinary course of the its business of the Borrowers or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of such Borrower or Guarantor in the ordinary course of business; provided, that, Borrowers and Guarantors may remove Equipment to locations not otherwise permitted hereunder so long as the aggregate amount of all such Equipment does not have a value in excess of $250,000; (f) the Equipment is now and shall remain personal property and the Borrowers and Guarantors shall not permit any of the Equipment to be or become a part of or affixed to real propertyproperty (but not including for this purpose any plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other fixtures not constituting trade fixtures); and (g) as between Agent and Lenders, on the one hand, and Borrowers assume and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use use, sale or other disposition of the EquipmentEquipment (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party).

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Default, and at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expense, deliver or cause to be delivered to the Lender written appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers each US Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (cb) the Borrowers each US Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (dc) the Equipment is and shall be used in the Borrowers’ applicable US Borrower’s business and not for personal, family, household or farming use; (ed) the Borrowers each US Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers such US Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of a US Borrower in the ordinary course of business; (fe) the Equipment is now and shall remain personal property and the Borrowers each US Borrower shall not permit any of the Equipment to be or become a part of or affixed to real property; and (gf) the Borrowers assume each US Borrower assumes all responsibility and liability arising from the use of the Equipment; and (g) each US Borrower shall, at its expense, at any time or times as Agent may request on or after an Event of Default has occurred and is continuing, deliver or cause to be delivered to Agent and Tranche B Agent written reports and appraisals as to the Equipment in form, scope and methodology acceptable to Required Lenders and by an appraiser acceptable to Required Lenders, addressed to Agent or upon which Agent is expressly permitted to rely.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of DefaultBorrower Representative shall, and at its expense, at any time or times as the Lender may request on or after an Event of Default occurs has occurred and is continuing, the Borrowers shall, at their expense, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology reasonably acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers Borrower shall keep the Equipment repaired and in good order, repair, running and marketable condition (ordinary wear and tear excepted)condition; (c) the Borrowers Borrower shall use the Equipment with all reasonable care and caution in all material respects and in accordance in all material respects with applicable standards of any insurance and in conformity in all material respects with all applicable material laws; (d) the Equipment is and shall be used in the Borrowers’ Borrower’s business and not for personal, family, household or farming use; (e) the Borrowers Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers Borrower shall not permit any of the Equipment to be or become a part of or affixed to real property (unless Lender shall have received a satisfactory agreement from the owner of such property including an acknowledgement that such Equipment shall remain personal property); and (g) the Borrowers assume Borrower assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen Borrower shall, at its expense, no more than once in any twelve (1512) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultmonth period, and but at any time or times as the Lender may request on or after the occurrence and continuance of an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ Borrower's business and not for personal, family, household or farming use; (e) the Borrowers Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement or location of motor vehicles and trailers and tools or similar equipment rolloff boxes used by or for warranty, delivery and installation purposes the benefit of Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers Borrower shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume Borrower assumes all responsibility and liability arising from the use of the Equipment; and (h) Borrower shall provide Lender, within one hundred twenty (120) days after the initial funding of the Loans hereunder, all certificates of title with respect to motor vehicles constituting part of the Equipment, noting Lender's lien on the face of such certificates of title and satisfying such other conditions as may be required for perfection of Lender's security interests in such Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultupon Lender's request, and each Borrower shall, at its expense, at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers each Borrower shall keep the its Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers each Borrower shall use the its Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment of each Borrower is and shall be used in the such Borrowers’ ' business and not for personal, family, household or farming use; (e) the Borrowers neither Borrower shall not remove any Equipment from the locations set forth or permitted herein, except (i) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of such Borrower or (ii) in the Borrowers or case of Equipment at Retail Stores, to move Equipment directly from one Retail Store location set forth or permitted herein to another such location and except for location, or (iii) the movement after the date hereof of other Equipment having a value not to exceed $40,000 from one of Borrowers' locations permitted herein to another such location, including the movement of Equipment intended to be personally carried by Borrowers' employees (such as laptop computers) or (iv) the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of such Borrower in the ordinary course of businessbusiness or (v) to dispose of Equipment as permitted under Section 9.7 hereof; (f) the Equipment is now and shall remain personal property and the Borrowers neither Borrower shall not permit any of the Equipment of Borrowers to be or become a part of or affixed to real property; and (g) the Borrowers assume each Borrower assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of DefaultUpon Lender's ------------------- request, and Borrower shall, at its expense at any time or times as the Lender may request with respect to Equipment financed with Equipment Loans and with respect to other Equipment, on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) upon Lender's request, Borrower shall, at its expense, at any time or times as Lender may request on or after an Event of Default, deliver or cause to be delivered to Lender written reports or appraisals as to the Borrowers Equipment in form, scope and methodology acceptable to Lender and by an appraiser acceptable to Lender; (c) Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (cd) the Borrowers Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (de) the Equipment is and shall be used in the Borrowers’ Borrower's business and not for personal, family, household or farming use; (ef) the Borrowers Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrower in the ordinary course of business; (fg) the Equipment is now and shall remain personal property and the Borrowers Borrower shall not permit any of the Equipment to be or become a part of or affixed to real property; and (gh) the Borrowers assume Borrower assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultupon Lender's request, and Borrower shall, at its expense, at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written appraisals as to the Equipment having a book value exceeding $200,000.00, in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ Borrower's business and not for personal, family, household or farming use; (e) the Borrowers Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of laptop computers, cellular phones and other mobile equipment in the ordinary course of business or the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers Borrower shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume Borrower assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the upon Lender's request, Borrowers prior to an Event of Defaultshall, and at their expense, at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ business and not for personal, family, household or farming use; (e) the Borrowers shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers a Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of a Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers shall not permit any of the Equipment to be or become a part of or permanently affixed to real property; and (g) the Borrowers assume all responsibility and liability arising from the use of the Equipment. Borrowers shall deliver to Lender within five(5) Business Days of the close of each month a schedule of all Equipment at the Ashton Real Property used by any Borrower that has been furnished by a third party for use by such Borrower in connection with a Manufacturing Contract or License and is not owned by such Borrower, in such detail, containing such information and in such form as shall be satisfactory to Lender and accompanied by a certificate of an officer of Borrowers, in form and substance satisfactory to Lender.

Equipment Covenants. With respect to the EquipmentBorrower’s equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultupon Lender’s request, and Borrower shall, at its expense, at any time or times as the Lender may request on or after and during the continuance of a Default or an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers Borrower shall keep the Equipment equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers Borrower shall use the Equipment equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable lawsApplicable Laws; (d) the Equipment equipment is and shall be used in the Borrowers’ Borrower’s business and not for personal, family, household or farming use; (e) the Borrowers Borrower shall not remove any Equipment equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment equipment repaired or maintained in the ordinary course of the business of the Borrowers Borrower or to move Equipment equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrower in the ordinary course of business; (f) the Equipment equipment is now and shall remain personal property and the Borrowers Borrower shall not permit any of the Equipment equipment to be or become a part of or affixed to real propertyproperty except in the ordinary course of business; and (g) the Borrowers assume Borrower assumes all responsibility and liability arising from the use of the Equipmentequipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultupon ------------------- Lender's request, and each Borrower shall, at its expense, at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ a Borrower's business and not for personal, family, household or farming use; (e) the Borrowers no Borrower shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers such Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of such Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers Borrower shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume each Borrower assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the upon Agent’s request, Borrowers prior to an Event of Defaultand Guarantors shall, and at their expense, at any time or times as the Lender may request on or after an Event of Default occurs exists or has occurred and is continuing, the Borrowers shall, at their expenseas Agent may request, deliver or cause to be delivered to the Lender Agent written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender Agent and by an appraiser acceptable to the Lender, Agent addressed to the Lender Agent and upon which the Lender is Agent and Lenders are expressly permitted to rely; (b) the Borrowers each Borrower and Guarantor shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers each Borrower and Guarantor shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ Borrower’s and Guarantor’s business and not for personal, family, household or farming use; (e) the Borrowers each Borrower and Guarantor shall not remove any Equipment from the locations set forth or permitted herein, except (i) to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers such Borrower or Guarantor, (ii) to move Equipment directly from one location set forth or permitted herein to another such location and except location, (iii) for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of such Borrower or Guarantor in the ordinary course of businessbusiness and (iv) for portable scanning equipment, personal computers, other hand-held or mobile personal equipment and related accessories and tools to the extent used by employees of Huffy Service and Creative in the ordinary course of business at customer’s locations; (f) the Equipment is now and shall remain personal property and the Borrowers each Borrower and Guarantor shall not permit any of the Equipment to be or become a part of the Real Property or affixed to real propertya fixture; and (g) the Borrowers assume each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment.

Equipment Covenants. With respect to the Equipment: (a) within fifteen upon Lender's request (15) days after the written which initial request of the shall not be made by Lender to any one time during a fiscal year of the Borrowers prior to November 30, 2001, unless an Event of DefaultDefault shall have occurred and be continuing prior to such date), Borrowers shall, at its expense, no more than twice in any 12-month period, and at any other time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expenseDefault, deliver or cause to be delivered to the Lender written reports or appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) Borrowers shall maintain the vehicles in accordance with the maintenance system utilized by Borrowers on the date hereof and otherwise in a manner acceptable to Lender; each Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (cd) the Borrowers each Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (de) the Equipment is and shall be used in the Borrowers’ ' business and not for personal, family, household or farming use; (ef) the Borrowers shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of Borrowers in the ordinary course of business; (fg) the Equipment is now and shall remain personal property and the Borrowers shall not permit any of the Equipment to be or become a part of or affixed to real property; and (gh) the Borrowers assume each Borrower assumes all responsibility and liability arising from the use of the Equipment; (i) Borrowers shall deliver or cause to be delivered to Lender certificates of title or other similar documents for all vehicles and (j) Borrowers shall cause Lender's security interest in all vehicles having a vehicle year of 1993 or thereafter to be reflected on the certificate of title therefor or other similar document in accordance with applicable law, provided, however, at any time when Excess Availability is less than $5,000,000, Borrowers shall, at Lender's request, cause Lender's security interest to be reflected in accordance with applicable law on the certificates of title or other similar documents for all of Borrowers' vehicles.

Equipment Covenants. With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Defaultupon Agent’s reasonable request, and at any time or times as the Lender may request on or after an Event of Default occurs exists or has occurred and is continuing, the Borrowers shall, at their expense, deliver or cause to be delivered to the Lender Agent written reports or appraisals as to the Equipment in form, scope and methodology reasonably acceptable to the Lender Agent and by an appraiser reasonably acceptable to the Lender, Agent addressed to the Lender Agent and Lenders and upon which the Lender is Agent and Lenders are expressly permitted to rely; (b) the Borrowers each Borrower shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers each Borrower shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ Borrower’s business and not for personal, family, household or farming use; (e) the Borrowers each Borrower shall not remove any Equipment from the locations set forth or permitted herein, except for laptop computers that employees may use in homes or travel, and except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers such Borrower or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools used by or similar equipment for warranty, delivery and installation purposes the benefit of such Borrower in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers each Borrower shall not permit any of the Equipment to be or become a part of the Real Property or affixed to real propertya fixture; and (g) the Borrowers assume each Borrower assumes all responsibility and liability arising from the use of the Equipment, except for liabilities arising from acts or omissions of Agent or any Lender.