Common use of Collateral Generally Clause in Contracts

Collateral Generally. (a) The Debtor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of the Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as “all assets” or “all personal property” or words of like import. (b) The Debtor will furnish to Secured Party, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Secured Party may reasonably request, all in reasonable detail. (c) The Debtor shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral. (d) Subject to the next sentence, the Debtor shall keep the Collateral (other than Collateral in the possession of Secured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by the Debtor and set forth on Schedule 3.3. The Debtor shall give Secured Party not less than thirty (30) days prior written notice of any change in the Debtor’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event shall be within the continental United States), the Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Secured Party may reasonably request, to create, perfect and protect the Security Interests. (e) The Debtor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise xxxx such books and records in such manner as Secured Party may reasonably request indicating that the Collateral is subject to the security interest hereunder. (f) Except as otherwise permitted herein, the Debtor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Debtor may sell Inventory to buyers in the ordinary course of its business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of the Debtor or any other Person except for the security interests arising under this Agreement. (g) Beyond the safe custody thereof, the Debtor agrees that Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Secured Party in good faith. (h) The Debtor shall do nothing to impair the rights of Secured Party in the Collateral. The Debtor shall at all times maintain insurance with respect to the Collateral satisfactory to the Secured Party. The Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of the Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to the Debtor.

Collateral Generally. (a) The Each Debtor hereby authorizes Secured Party the Trustee to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of the such Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as “"all assets” " or “"all personal property” " or words of like import. (b) The Each Debtor will furnish to Secured Partythe Trustee, from time to time upon requestreasonable request by the Trustee, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Secured Party the Trustee may reasonably request, all in reasonable detail. (c) The No Debtor shall not use or permit any Collateral to be used unlawfully in any material respect or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral, in each case, in any material respect. (d) Subject to the next sentence, the Debtor shall keep the Collateral (other than Collateral in the possession of Secured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by the Debtor and set forth on Schedule 3.3. The Each Debtor shall give Secured Party the Trustee not less than thirty (30) days prior written notice of any change in the such Debtor’s 's chief executive office and principal place of business or of any new location of business or any new location for any of the CollateralCollateral that is material to such Debtor and that consists of Equipment or Inventory. With respect to any such new location (which in any event shall be within location, upon the continental United States)Trustee's request, the each Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Secured Party may reasonably request, to create, create and perfect and protect the Security InterestsInterests under the laws of the United States. (e) The Each Debtor shall keep full and accurate books and records relating to the Collateral and, if an Event of Default has occurred and is continuing, at the request of the Trustee shall stamp or otherwise xxxx mark such books and records in such manner as Secured Party the Trustee may reasonably reasxxxxly request indicating that the Collateral is subject to the security interest hereunderSecurity Interests. (f) Except as otherwise permitted herein, the Debtor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Debtor may sell Inventory to buyers in the ordinary course of its business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of the Debtor or any other Person except for the security interests arising under this Agreement. (g) Beyond the safe custody thereofof any Collateral in its possession and the accounting for monies actually received hereunder, the each Debtor agrees that Secured Party the Trustee shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Trustee shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if it takes such action for that purpose as a Debtor reasonably requests in writing, but failure of the Collateral is accorded treatment substantially equal Trustee to that which it accords its own propertycomply with any such request at any time shall not of itself be deemed a failure to exercise reasonable care. Secured Party The Trustee shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee reasonably selected by Secured Party in good faiththe Trustee. (hg) The Debtor shall do nothing to impair the rights of Secured Party in the Collateral. The Debtor shall at all times maintain insurance with respect to the Collateral satisfactory to the Secured Party. The Each Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of the such Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to the such Debtor. (h) The Trustee agrees that upon payment in full of all Obligations, the Security Interests shall automatically terminate and all rights to the Collateral shall revert to the Debtors. The Trustee further agrees that upon such termination of the Security Interests or release or re-assignment of any Collateral, The Trustee shall, at the expense of each Debtor, return all Collateral then in the Trustee's possession and execute and deliver to such Debtor such documents as such Debtor shall reasonably request to evidence the termination of the Security Interests or the release and re-assignment of such Collateral, as the case may be.

Collateral Generally. (a) The Each Debtor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of the such Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as “"all assets” " or “"all personal property” " or words of like import. (b) The Each Debtor will furnish to Secured Party, as Secured Party may reasonably request from time to time upon requesttime, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Secured Party may reasonably request, all in reasonable detail, provided no Debtor shall be required to furnish such statements or schedules to Secured Party more than once per calendar quarter. (c) The No Debtor shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral. (d) Subject to the next sentence, the each Debtor shall keep the Collateral (other than Collateral in the possession of Secured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by the such Debtor and set forth on Schedule 3.31. The Each Debtor shall give Secured Party not less than thirty ten (3010) days prior written notice of any change in the such Debtor’s 's chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event shall be within the continental United States)location, the each Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Secured Party may reasonably request, to create, perfect and protect the Security Interests. (e) The Each Debtor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise xxxx such books and records in such manner as Secured Party may reasonably request indicating that the Collateral is subject to the security interest hereunderSecurity Interests. (f) Except as otherwise permitted herein, by the Senior Loan Documents or by the Note Agreement, no Debtor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the each Debtor may sell Inventory to buyers in the ordinary course of its business and may license General Intangibles to licensees in the ordinary course of business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of the applicable Debtor or any other Person except for the security interests arising Security Interests, the Liens in favor of the Senior Lender and the other Liens permitted under this Agreementthe Senior Loan Documents. (g) Beyond the safe custody thereof, the each Debtor agrees that Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Secured Party in good faith. (h) The Debtor shall do nothing to impair the rights of Secured Party in the Collateral. The Each Debtor shall at all times maintain insurance with respect to the Collateral satisfactory to in compliance with the Secured Partyrequirements of the Senior Loan Documents. The Each Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of the applicable Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to the applicable Debtor. (i) Each Debtor agrees that upon payment in full of all Obligations (excluding unasserted claims concerning contingent indemnification liabilities) and the termination of the Note Agreement, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable Debtor. Each Debtor further agrees that upon such termination of the Security Interests or release of any Collateral, Secured Party shall, at the expense of the applicable Debtor, execute and deliver to such Debtor such documents as the applicable Debtor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.

Collateral Generally. (a) The Debtor Each Grantor hereby authorizes Secured Party Agent to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of the Debtor such Grantor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as “all assets” or “all personal property” or words of like import. (b) The Debtor Each Grantor will furnish to Secured PartyAgent, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Secured Party Lender may reasonably request, all in reasonable detail. (c) The Debtor shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral. (d) Subject to the next sentence, the Debtor each Grantor shall keep the Collateral (other than Collateral in the possession of Secured PartyAgent, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by the Debtor and such Grantor set forth on Schedule 3.3. The Debtor Each Grantor shall give Secured Party Agent not less than thirty (30) days days' prior written notice of any change in the Debtor’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event shall be within the continental United States), the Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Secured Party may reasonably request, to create, perfect and protect the Security Interests. (ed) The Debtor Each Grantor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise xxxx such books and records in such manner as Secured Party Agent may reasonably request indicating that the Collateral is subject to the security interest hereunderinterests of Agent. (fe) Except as otherwise permitted hereinherein or by the Loan Agreement, the Debtor each Grantor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Debtor may sell Inventory to buyers in the ordinary course of its business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of the Debtor or any other Person except for the security interests arising under this Agreement. (gf) Beyond the safe custody thereof, the Debtor agrees that Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Secured Party in good faith. (h) The Debtor shall do nothing to impair the rights of Secured Party in the Collateral. The Debtor Each Grantor shall at all times maintain insurance with respect to the Collateral reasonably satisfactory to Agent. (g) Agent agrees that upon payment in full of all Guarantied Obligations and the Secured Party. The Debtor assumes termination of the Loan Agreement, the liens and security interests granted hereunder shall terminate and all liability and responsibility in connection with rights to the Collateral acquired by it, and the liability shall revert to Grantors. Agent further agrees that upon such termination of the Debtor liens and security interests or release of any Collateral, Agent shall, at the expense of Grantors, execute and deliver to pay each Grantor such documents as such Grantor shall reasonably request to evidence the Obligations shall in no way be affected or diminished by reason termination of the fact that liens and security interests or the release of such Collateral Collateral, as the case may be lost, stolen, damaged, or for any reason whatsoever unavailable to the Debtorbe.

Collateral Generally. (a) The Each Debtor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of the such Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as “all assets” or “all personal property” or words of like import. (b) The Each Debtor will furnish to Secured Party, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Secured Party may reasonably request, all in reasonable detail. (c) The Each Debtor shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable lawApplicable Law, or any policy of insurance covering any of the Collateral. (d) Subject to the next sentence, the each Debtor shall keep the Collateral (other than Collateral in the possession of Secured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by the such Debtor and set forth on Schedule 3.33.3 hereto. The Each Debtor shall give Secured Party not less than thirty (30) days prior written notice of any change in the such Debtor’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event shall be within the continental United States), the each Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirablenecessary, or that Secured Party may reasonably request, to create, perfect and protect the Security Interests. (e) The Each Debtor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise xxxx such books and records in such manner as Secured Party may reasonably request indicating that the Collateral is subject to the security interest hereunderSecurity Interests. (f) Except as otherwise permitted hereinherein or by the Purchase Agreement, the no Debtor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Debtor may sell Inventory to buyers in the ordinary course of its business; Collateral or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of the such Debtor or any other Person except for the security interests arising under this AgreementSecurity Interests and Permitted Liens. (g) Beyond the safe custody and reasonable care in preservation thereof, the each Debtor agrees that Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Secured Party in good faith. (h) The Each Debtor shall do nothing to impair the rights of Secured Party in the Collateral. The Debtor shall at all times maintain insurance with respect to the Collateral satisfactory to the Secured Party. The Each Debtor assumes all liability and responsibility in connection with the Collateral acquired acquired, held or used by it, and the liability of the such Debtor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to the such Debtor. (i) Secured Party agrees that upon payment in full of all Secured Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to the applicable Debtor. Secured Party further agrees that upon such termination of the Security Interests or release of any Collateral, Secured Party shall, at the joint and several expense of the Debtors, execute and deliver to each Debtor such documents as such Debtor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.

Collateral Generally. (a) The Each Debtor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of the either Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as “all assets” or “all personal property” or words of like import. (b) The Debtor . Debtors will furnish to Secured Party, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Secured Party may reasonably request, all in reasonable detail. (c) The Debtor . Debtors shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral. (d) . Subject to the next sentence, the Debtor Debtors shall keep the Collateral (other than Collateral in the possession of Secured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by the Debtor Debtors and set forth on Schedule 3.30. The Debtor Debtors shall give Secured Party not less than thirty twenty (3020) days prior written notice of any change in the Debtor’s its chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event shall be within the continental United States)location, the Debtor Debtors shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Secured Party may reasonably request, to create, perfect and protect the Security Interests. (e) The Debtor its security interest. Debtors shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise xxxx such books and records in such manner as Secured Party may reasonably request indicating that the Collateral is subject to the security interest hereunder. (f) Collateral. Except as otherwise permitted herein, the Debtor Debtors shall not (i) sell, assign to a third party (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Debtor Debtors may sell Inventory to buyers in the ordinary course of its their business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of the Debtor Debtors, or either of them, or any other Person except for the security interests arising under this Agreement. (g) . Beyond the safe custody thereof, the Debtor agrees Debtors agree that Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Secured Party in good faith. (h) The Debtor . Debtors shall do nothing to not take any action that will impair the rights of Secured Party in the Collateral. The Debtor Debtors shall at all times maintain insurance with respect to the Collateral reasonably satisfactory to the Secured Party. The Debtor assumes Debtors assume all liability and responsibility in connection with the Collateral acquired by iteither of them, and the liability of the Debtor Debtors to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to the either Debtor.

Collateral Generally. (a) The Debtor hereby authorizes Secured Party the Trustee to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of the Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as “"all assets” " or “"all personal property” " or words of like import. (b) The Debtor will furnish to Secured Partythe Trustee, from time to time upon requestreasonable request by the Trustee, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Secured Party the Trustee may reasonably request, all in reasonable detail. (c) The Debtor shall not use or permit any Collateral to be used unlawfully in any material respect or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral, in each case, in any material respect. (d) Subject to the next sentence, the Debtor shall keep the Collateral (other than Collateral in the possession of Secured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by the Debtor and set forth on Schedule 3.3. The Debtor shall give Secured Party the Trustee not less than thirty (30) days prior written notice of any change in the Debtor’s 's chief executive office and principal place of business or of any new location of business or any new location for any of the CollateralCollateral that is material to the Debtor and that consists of Equipment or Inventory. With respect to any such new location (which in any event shall be within location, upon the continental United States)Trustee's request, the Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Secured Party may reasonably request, to create, create and perfect and protect the Security InterestsInterests under the laws of the United States. (e) The Debtor shall keep full and accurate books and records relating to the Collateral and, if an Event of Default has occurred and is continuing, at the request of the Trustee shall stamp or otherwise xxxx mark such books and records in such manner as Secured Party the Trustee may reasonably reasxxxxly request indicating that the Collateral is subject to the security interest hereunderSecurity Interests. (f) Except as otherwise permitted herein, the Debtor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Debtor may sell Inventory to buyers in the ordinary course of its business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of the Debtor or any other Person except for the security interests arising under this Agreement. (g) Beyond the safe custody thereofof any Collateral in its possession and the accounting for monies actually received hereunder, the Debtor agrees that Secured Party the Trustee shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Trustee shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if it takes such action for that purpose as the Collateral is accorded treatment substantially equal Debtor reasonably requests in writing, but failure of the Trustee to that which it accords its own propertycomply with any such request at any time shall not of itself be deemed a failure to exercise reasonable care. Secured Party The Trustee shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee reasonably selected by Secured Party in good faiththe Trustee. (hg) The Debtor shall do nothing to impair the rights of Secured Party in the Collateral. The Debtor shall at all times maintain insurance with respect to the Collateral satisfactory to the Secured Party. The Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of the Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to the Debtor. (h) The Trustee agrees that upon payment in full of all Obligations, the Security Interests shall automatically terminate and all rights to the Collateral shall revert to the Debtor. The Trustee further agrees that upon such termination of the Security Interests or release or re-assignment of any Collateral, The Trustee shall, at the expense of the Debtor, return all Collateral then in the Trustee's possession and execute and deliver to the Debtor such documents as the Debtor shall reasonably request to evidence the termination of the Security Interests or the release and re-assignment of such Collateral, as the case may be.

Collateral Generally. (a) The Debtor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of the Debtor (to the extent such signature is required under the laws of any applicable jurisdiction), which financing statements may describe the Collateral as “all assets” or “all personal property” or words of like import. (b) The Debtor will furnish to Secured Party, from time to time upon request, statements and schedules further identifying, updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Secured Party may reasonably request, all in reasonable detail. (c) The Debtor shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of applicable law, or any policy of insurance covering any of the Collateral. (d) Subject to the next sentence, the Debtor shall keep the Collateral (other than Collateral in the possession of Secured Party, cash on deposit in permitted Deposit Accounts and investments in permitted Securities Accounts) at the locations maintained by the Debtor and set forth on Schedule 3.3. The Debtor shall give Secured Party not less than thirty (30) days prior written notice of any change in the Debtor’s chief executive office and principal place of business or of any new location of business or any new location for any of the Collateral. With respect to any new location (which in any event shall be within the continental United States), the Debtor shall execute and deliver such instruments, documents and notices and take such actions as may be necessary or desirable, or that Secured Party may reasonably request, to create, perfect and protect the Security Interests. (e) The Debtor shall keep full and accurate books and records relating to the Collateral and shall stamp or otherwise xxxx such books and records in such manner as Secured Party may reasonably request indicating that the Collateral is subject to the security interest hereunder. (f) Except as otherwise permitted herein, the Debtor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that the Debtor may sell Inventory to buyers in the ordinary course of its business; or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral to secure indebtedness of the Debtor or any other Person except for the security interests arising under this Agreement. (g) Beyond the safe custody thereof, the Debtor agrees that Secured Party shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Secured Party shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Secured Party in good faith. (h) The Debtor shall do nothing to impair the rights of Secured Party in the Collateral. The Debtor shall at all times maintain insurance with respect to the Collateral reasonably satisfactory to the Secured Party. The Debtor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of the Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever unavailable to the Debtor.