Common use of Inventory Clause in Contracts

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) the completion of sale or other disposition of such Inventory by the Collateral Agent following a Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such the Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such the Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Subordinated Collateral Agent, for the benefit of the Subordinated Collateral Agent and Secured Partiesthe Holders, and except for Permitted Liensas permitted under the Purchase Agreement, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or other disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) the completion of sale or other disposition of such Inventory by the Subordinated Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such the Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such the Grantor’s locations set forth on Exhibit AA as such Exhibit may be updated from time to time upon mutual agreement of Grantor and Lender, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such the Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien Liens granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured PartiesLender, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral ReportReport or otherwise identified in a Record transmitted to Lender by Grantor, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent Lender following a Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such the Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed existing on the most recent Collateral ReportClosing Date, (a) such Inventory (other than Inventory (i) in transit, (ii) maintained at a customer location and (iii) in the possession of employees or Subsidiaries in the ordinary course of business) is located at one of such Grantor’s the locations set forth on Exhibit A, (b) no Inventory (other than Inventory (i) in transit, (ii) maintained at a customer location and (iii) in the possession of employees or Subsidiaries in the ordinary course of business), is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any such third party parties pursuant to such agreements upon such sale or other disposition, (d) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, and all rules, regulations and orders thereunder, and (fe) the completion of manufacture, sale or other disposition of such Inventory by the Note Collateral Agent following a an Event of Default shall not require the consent of any Person (other than consents applicable to the Note Collateral Agent generally and not as a result of this Agreement and other than landlord consents to the extent not otherwise obtained) and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject. Each Grantor has good and merchantable title to its Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Note Collateral Agent, for the benefit of the Note Collateral Agent and the Noteholder Secured Parties, and except for Liens permitted by Section 4.1(e).

Inventory. With respect to any of its Inventory scheduled or listed on (other than food and other Inventory that is perishable in the most recent Collateral Report, ordinary course of business) (a) as of each Exhibit Effective Date, such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien security interest granted to the Collateral AgentAdministrative Agent hereunder, for the benefit of the Collateral Administrative Agent and Secured Parties, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder, and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral ReportBorrowing Base Certificates as of the date of such Borrowing Base Certificates, (a) such Inventory (other than Inventory in transittransit or out for repairs) is located at one of such the Grantor’s 's locations set forth on Exhibit EXHIBIT A, as applicable, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable the Grantors have good title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral ReportBorrowing Base Certificate, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or or, except royalties incurred pursuant to the sale of such Inventory under the current license agreement, the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture in accordance with the applicable purchase order specifications, sale or other disposition of such Inventory by the Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such any Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, except as disclosed therein: (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location not set forth in the Perfection Certificate except as permitted by Section 4.1(g4.01(h), (cb) such Grantor has the Grantors have good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted Liensother Liens permitted under Section 6.02 of the ABL Credit Agreement, (dc) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (ed) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party that would, upon sale or other disposition of that such Inventory by the Collateral Agent in accordance with the terms hereof, infringe the rights of such third- party licensor, violate any contract with such third-party licensor or cause the Collateral Agent to incur any liability with respect to payment of any monies royalties other than royalties incurred pursuant to any third party upon sale of such sale or other dispositionInventory under the current licensing agreement related thereto, (e) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (f) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a the occurrence and during the continuance of an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such any Grantor is a party or to which such property Inventory is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral ReportInventory, (a) such Inventory (other than Inventory in transit) is located at one of such the Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such the Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and Secured PartiesLenders, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such the Grantor is a party or to which such property is subject.

Inventory. With respect to any of its such Grantor’s Inventory scheduled or listed on included in the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location A except as permitted by Section 4.1(g)4.14, (cb) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted LiensLiens permitted under Section 4.1(e), (dc) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable qualityquality in all material respects, free from any defects, (ed) such Inventory is not subject to any licensingIP License or other contract or agreement which would, patentas a result of the Administrative Agent’s or its designee’s completion of manufacture, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or other disposition or advertising of that Inventory following an Event of Default, (i) be breached or in default, (ii) require the consent of the other party to the IP License or other contract or agreement, or (iii) require the payment of any monies to any third party upon such sale manufacture, sale, or other disposition, other than royalties, if any, in accordance with the relevant IP License; (e) with respect to Inventory that is included in the Borrowing Base, such Inventory is Eligible Inventory; and (f) the completion of sale or other disposition of such amounts shown therein as Eligible Inventory by have been determined as provided in the Collateral Agent following a Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subjectCredit Agreement.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral ReportInventory, (a) such Inventory (other than Inventory in transit, out for repair or refurbishment or in the possession of an employee of such Grantor in the ordinary course of business) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit, out for repair or refurbishment or in the possession of an employee of such Grantor in the ordinary course of business) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible good and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured PartiesLenders, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance in all material respects with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fh) the completion of sale or other disposition of such Inventory by the Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral ReportGrantor's Inventory, (a) such Inventory (other than Inventory in transit) is located at one of such the Grantor’s 's locations set forth on Exhibit EXHIBIT A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(gSECTION 4.1(F), (c) such the Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for itself and for the benefit of the Collateral Agent other Agents and Secured PartiesLenders, and except for Permitted LiensEncumbrances, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a Default or an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such the Grantor is a party or to which such property is subject.

Inventory. With respect to any of its such Grantor’s Inventory scheduled or listed on the most recent Collateral Report, (a) as of the Closing Date, such Inventory (other than Inventory in transittransit in the ordinary course of business and Inventory with a value of less than $500,000 at any one location) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transittransit in the ordinary course of business and Inventory with a value of less than $500,000 at any one location) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible valid and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien security interest granted to the Collateral AgentAdministrative Agent hereunder, for the benefit of the Collateral Administrative Agent and Secured Parties, and except for Permitted LiensEncumbrances and other Liens permitted under Section 6.02 of the Credit Agreement, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, other than minor defects that do not interfere with such Grantor’s ability to conduct its business as currently conducted or to utilize such Inventory for their intended purposes, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name Intellectual Property license or copyright agreements other agreement related to Intellectual Property with any third parties party which would require any consent of any third party upon the sale or disposition of that such Inventory or the payment of any monies to any third party upon any such sale or other disposition, ; and (f) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.; unless, in each case, as otherwise disclosed to the Administrative Agent on Exhibit A.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transitconsisting of Specified Collateral) is located at one of such Grantor’s locations set forth on Exhibit AA or another location permitted by Section 4.1(g), (b) no Inventory (other than Inventory in transitconsisting of Specified Collateral) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien security interest granted to the Collateral AgentAdministrative Agent hereunder, for the benefit of the Collateral Administrative Agent and the Secured Parties, and except for Permitted LiensLiens permitted under Section 6.02 of the Credit Agreement, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any material defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance in all material respects with the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters, and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s the Grantors' locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such each Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral US Administrative Agent, for the benefit of the Collateral US Administrative Agent and Secured PartiesLenders, and except for Permitted LiensEncumbrances, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory (if manufactured by a Grantor in the United States) has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral US Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such any Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit AA (as such Exhibit may be updated from time to time under the terms of this Security Agreement), (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted LiensLiens permitted under Section 4.1(e), (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien security interest granted to the Collateral AgentAdministrative Agent hereunder, for the benefit of the Collateral Administrative Agent and Secured Parties, and except for Permitted LiensEncumbrances, (d) except as specifically may be disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) the completion of sale or other disposition of such Inventory by has been produced in accordance with the Collateral Agent following a Default shall not require the consent Federal Fair Labor Standards Act of any Person 1938, as amended, and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subjectall rules, regulations and orders thereunder.

Inventory. With respect to any Inventory of its Inventory such Grantor scheduled or listed on in the most recent Collateral ReportReport delivered to Agent pursuant to the terms of this Security Agreement or the Credit Agreement, (ai) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit Ain Schedule III hereto, (bii) no such Inventory (other than Inventory in transit) is nownot now stored, or nor shall at any time or times hereafter be stored stored, at any other location except without Agent’s prior written consent, and if Agent provides such consent, each applicable Grantor will concurrently therewith obtain, to the extent required by the Credit Agreement, bailee, landlord or mortgagee agreements, as permitted by Section 4.1(g)applicable, (ciii) such Grantor has good, indefeasible good and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral AgentAgent hereunder, for the benefit of the Collateral Agent and Secured PartiesLenders, and except for Permitted LiensEncumbrances, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (eiv) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which that would require any consent of any third party upon sale or disposition of that such Inventory or the payment of any monies to any third party upon such sale or other disposition, and (fv) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract Contract or agreement to which such Grantor is a party or to which such property Inventory is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured PartiesHolders, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been substantially produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any Inventory of its Inventory the Borrower or any Subsidiary scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s 's locations set forth on Exhibit Apermitted in accordance with Section 4.1(g), (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral AgentSecured Party, for the benefit of the Collateral Agent Secured Party and Secured PartiesLenders, and except for Permitted Excepted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent Secured Party following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and Secured PartiesLenders, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been substantially produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any Inventory of its Inventory scheduled or listed on the most recent Collateral Reporta Grantor, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible good and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien security interest granted to the Collateral AgentAdministrative Agent hereunder, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted LiensEncumbrances, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the applicable provisions of the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder, and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a upon the occurrence and during the continuance of an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any material contract or agreement to which such Grantor is a party or to which such property Inventory is subject.

Inventory. With As of the Filing Date, with respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and Secured PartiesLenders, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such the Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such the Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured PartiesLender, and except for Permitted LiensLiens permitted by Section 6.02 of the Credit Agreement, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent Lender following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such the Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s 's locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured PartiesLenders, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transittransit and Inventory in any one lot with a book value equal to or less than $25,000 and any Inventory in the aggregate with a book value equal to or less than $100,000) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien security interest granted to the Collateral Agent, for the benefit Lender hereunder and other Liens permitted under Section 6.02 of the Collateral Agent and Secured Parties, and except for Permitted LiensCredit Agreement, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder, and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent Lender following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. (i) With respect to any of its a Pledgor’s Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transittransit or being processed by a third party) is located at one of such GrantorPledgor’s locations set forth on Exhibit ASchedule 14 to the Perfection Certificate, (b) no Inventory (other than Inventory in transittransit or being processed by a third party) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g3.4(h), (c) such Grantor Pledgor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit Liens permitted under Section 6.02 of the Collateral Agent and Secured Parties, and except for Permitted LiensCredit Agreement, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in compliance in all material respects with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor Pledgor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such the Grantor’s locations set forth on Exhibit AB, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g4.1(f), (c) such the Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured PartiesLender, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensingCopyright, patentLicense, royaltyPatent, trademarkTrademark, royalty or trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) the completion of sale or other disposition of such Inventory by the Collateral Agent Lender following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such the Grantor is a party or to which such property is subject. The Lender expressly agrees that immaterial discrepancies in any such Collateral Report not actually known to the officer of the Grantor executing the applicable Collateral Report at the time of such execution shall not constitute a Default or Event of Default.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral ReportReport as Eligible Inventory, (a) such Inventory (other than Inventory in transittransit and Inventory in an amount not to exceed $150,000) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transittransit and Inventory in an amount not to exceed $150,000) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted LiensLiens permitted under Section 4.1(e), (d) except as specifically disclosed in the most recent Collateral ReportReport (specifically or by exclusion of any such Inventory from the Borrowing Base Certificate), such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in material compliance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Reportwith a value in excess of $500,000, (a) such Inventory (other than Inventory in transittransit or in short term storage in the ordinary course of business) is located at one of such Grantor’s locations set forth on Exhibit AA or any other location that has been disclosed in writing to the Agent from time to time, (b) no Inventory (other than Inventory in transittransit or in short term storage in the ordinary course of business) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien security interest granted to the Collateral AgentAgent hereunder, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted LiensEncumbrances, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder, and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured PartiesLenders, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g4.1(f), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured PartiesLenders, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory of the Borrowers is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any material defects, (e) other than the license granted by Sanquin to Lev pursuant to that certain Exclusive License Agreement effective as of January 27, 2004, such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) to the extent that it has been produced in the United States, such Inventory has been produced by third parties and to the Grantors’ knowledge in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (g) subject to Section 8.19, the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any Inventory of its Inventory such Grantor scheduled or listed on in the most recent Collateral ReportReport delivered to Agent pursuant to the terms of this Security Agreement or the Credit Agreement, (ai) such Inventory (other than Inventory in transit) is located at one of such Grantor’s 's locations set forth on Exhibit Ain SCHEDULE III-A - SCHEDULE III -L hereto, as applicable, (bii) no such Inventory (other than Inventory in transit) is nownot now stored, or nor shall at any time or times hereafter be stored stored, at any other location except without Agent's prior written consent, and if Agent provides such consent, each applicable Grantor will concurrently therewith obtain, to the extent required by the Credit Agreement, bailee, landlord or mortgagee agreements, as permitted by Section 4.1(g)applicable, (ciii) such Grantor has good, indefeasible good and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral AgentAgent hereunder, for the benefit of the Collateral Agent and Secured PartiesLenders, and except for Permitted LiensEncumbrances, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (eiv) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which that would require any consent of any third party upon sale or disposition of that such Inventory or the payment of any monies to any third party upon such sale or other disposition, and (fv) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract Contract or agreement to which such Grantor is a party or to which such property Inventory is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit, out for repair or located at a Compressor Location) is located at one of such Grantor’s locations set forth on Exhibit AA or another location that has been disclosed to the Administrative Agent in writing, (b) no Inventory (other than Inventory in transit, out for repair or located at a Compressor Location) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible good and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted Liens, (d) except as specifically disclosed in on the most recent Collateral ReportReport or by exclusion of such Inventory from the Borrowing Base, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent US 4925849v.8 of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in all material respects in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder, and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a the occurrence and during the continuance of an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien security interest granted to the Collateral AgentLender hereunder, for the benefit of the Collateral Agent Lender and the Secured Parties, and except for Permitted LiensEncumbrances, (d) except as specifically may be disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder, and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent Lender following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transitconsisting of Specified Collateral) is located at one of such Grantor’s locations set forth on Exhibit AA or another location permitted by Section 4.1 (g), (b) no Inventory (other than Inventory in transitconsisting of Specified Collateral) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien security interest granted to the Collateral AgentLender hereunder, for the benefit of the Collateral Agent Lender and the Secured Parties, and except for Permitted LiensLiens permitted under Section 6.02 of the Credit Agreement, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance in all material respects with the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters, and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent Lender following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transittransit or being processed by a third party) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transittransit or being processed by a third party) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted LiensLiens permitted under Section 4.1(e), (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in compliance in all material respects with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any Inventory of its Inventory the Grantors and that is scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transittransit and Inventory in an aggregate amount not exceeding $500,000) is located at one of such Grantor’s the Grantors’ locations set forth on Exhibit Ain Section II.D.1. of the Perfection Certificate, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has the Grantors have good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Noteholder Secured Parties, and except for Permitted LiensLiens (as defined in the Indenture), (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (ec) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements agreement with any third parties which would require any consent of any third party that, to such Grantor’s knowledge, would, upon sale or other disposition of that such Inventory by the Collateral Agent in accordance with the terms hereof, infringe the rights of such third-party, violate any contract with such third-party, or cause the Collateral Agent to incur any liability with respect to payment of any monies royalties other than royalties incurred pursuant to any third party upon sale of such sale or other dispositionInventory under the current licensing agreement related thereto, (d) to such Grantor’s knowledge, such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fe) to such Grantor’s knowledge, the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such any Grantor is a party or to which such property Inventory is subject.

Inventory. With respect to any Inventory of its Inventory such Grantor scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s 's locations set forth on Exhibit A, (b) no such Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any Inventory of its Inventory the Grantors and that is scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transittransit and Inventory in an aggregate amount not exceeding $500,000) is located at one of such Grantor’s the Grantors’ locations set forth on Exhibit Ain Section II.D.1. of the Perfection Certificate, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has the Grantors have good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured PartiesCreditors, and except for Permitted LiensLiens permitted under Section 7.02 of the Credit Agreement, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (ec) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements agreement with any third parties which would require any consent of any third party that, to such Grantor’s knowledge, would, upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) the completion of sale or other disposition of such Inventory by the Collateral Agent in accordance with the terms hereof, infringe the rights of such third-party, violate any contract with such third-party, or cause the Agent to incur any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement related thereto, (d) to such Grantor’s knowledge, such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (e) to such Grantor’s knowledge, the completion of manufacture, sale or other disposition of such Inventory by the Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such any Grantor is a party or to which such property Inventory is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral ReportBorrowing Base Certificate as of the date of such Borrowing Base Certificate, (a) such Inventory (other than Inventory in transittransit or out for repairs) is located at one of such the Grantor’s 's locations set forth on Exhibit EXHIBIT A, as applicable, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable the Grantors have good title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral ReportBorrowing Base Certificate, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or or, except royalties incurred pursuant to the sale of such Inventory under the current license agreement, the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture in accordance with the applicable purchase order specifications, sale or other disposition of such Inventory by the Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such any Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such the Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such the Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured PartiesLender, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral ReportReport or acquired since the most recent Collateral Report and prior to the subsequent Collateral Report next due, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any material defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent Lender following a an Event of Default shall not require the consent (except for consents required by any Intercreditor Agreement) of any Person and shall not constitute a breach or default under any contract or agreement to which such the Grantor is a party or to which such property is subject.

Inventory. With respect to any Inventory of its Inventory scheduled or listed such Grantor that is reported as "Eligible Inventory," except as specifically disclosed on the most recent Collateral ReportReport delivered to Lender, (ai) such Inventory (other than Inventory in transit) is located at one of such Grantor’s 's locations set forth on Exhibit Ain Disclosure Schedule (3.2) to the Credit Agreement, (bii) no such Inventory (other than Inventory in transit) is not now, or nor shall at any time or times hereafter be stored at any other location except without Lender's prior written consent, and if Lender provides such consent, such Grantor will concurrently therewith obtain, to the extent required by the Credit Agreement, bailee, landlord or mortgagee agreements, as permitted by Section 4.1(g)applicable, (ciii) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, Lender and except for Permitted LiensEncumbrances, (div) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (ev) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which that would require any consent of any third party upon sale or disposition of that such Inventory or the payment of any monies to any third party upon as a precondition of such sale or other disposition, and (fvi) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent Lender following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract Contract or agreement to which such Grantor is a party or to which such property Inventory is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, except as specifically disclosed in the most recent Collateral Report, (a) such Inventory (other than Inventory in transittransit and Inventory located at a third party processor or warehouse where less than $50,000 of the Inventory of the Grantors is located) is located at one of such Grantor’s locations set forth on Exhibit AA (as may be updated from time to time in accordance with Section 4.1(i)), (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted LiensLiens permitted under Section 4.1(e), (dc) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case (except to the extent such eligibility criteria is to be determined by the satisfaction of the Administrative Agent) of good and merchantable quality, free from any material defects, (ed) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other dispositiondisposition (other than royalties incurred in the ordinary course of such Grantor’s business pursuant to the sale of such Inventory under the applicable current licensing agreement), (e) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (f) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report as of the date of such Collateral Report, except as disclosed therein: (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location not set forth in the Perfection Certificate except as permitted by Section 4.1(g4.1(h), (cb) such Grantor has good, indefeasible and merchantable the Grantors have good title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted Liensother Liens permitted under Section 4.1(e), (c) such Inventory is Eligible Inventory, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory which contains or Other Eligible Inventory, in each case of good and merchantable quality, free from bears any defects, (e) such Inventory intellectual property rights licensed to any Borrower by any Person other than a Borrower is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party that would, upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) the completion of sale or other disposition of such Inventory by the Collateral Agent in accordance with the terms hereof (i) infringe the rights of such licensor, (ii) violate any contract with such licensor, or (iii) cause the Collateral Agent to incur any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement relating thereto and (e) the sale or other disposition of such Inventory (other than Inventory that is not material) by the Collateral Agent following a the occurrence and during the continuance of an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property Inventory is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Other Inventory and Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit AA to the Disclosure Letter, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesCreditors, and except for Permitted LiensLiens permitted by Section 4.1(e), (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (fg) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Administrative Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such the Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g4.1 (g), (c) such the Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Subordinated Collateral Agent, for the benefit of the Subordinated Collateral Agent and Secured Partiesthe Holders, and except for Permitted Liensas permitted under the Purchase Agreement, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or other disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) the completion of sale or other disposition of such Inventory by the Subordinated Collateral Agent following a an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such the Grantor is a party or to which such property is subject.