Common use of Covenants and Agreements Regarding Accounts and Inventory Clause in Contracts

Covenants and Agreements Regarding Accounts and Inventory. (a) Each Company confirms to the Agent and the Lenders that all Taxes and fees relating to such Company’s business, such Company’s sales, and the Accounts or Inventory relating thereto, are such Company’s sole responsibility, and that same will be paid by such Company when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]. (c) Each Company agrees to maintain such books and records regarding Accounts and Inventory as the Agent reasonably may require and agrees that the books and records of such Company will reflect the Agent’s interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent in the Accounts and Inventory, the Companies agree to deliver to the Agent all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ failure to maintain their books in the manner provided herein or to deliver to the Agent any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent in the Accounts and Inventory. (d) Each Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each Company agrees to safeguard, protect and hold all Inventory for the account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such Company’s business, on open account and on commercially reasonable terms consistent with such Company’s past practices. Notwithstanding the ordinary course of any Company’s business or any Company’s past practices, each Company agrees not to retain any lien on or security interest in any Inventory sold. As to any sale or other disposition of Inventory, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each Company Borrower confirms to the Agent and the Lenders that all Taxes and fees relating to such Company’s its business, such Company’s sales, and the Accounts or Inventory relating thereto, are such CompanyBorrower’s sole responsibility, and that same will be paid by such Company Borrower when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]Each Borrower agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other Person (whether pursuant to any xxxx and hold sale or otherwise). (c) Each Company Borrower agrees to maintain such books and records regarding Accounts and Inventory as the Agent reasonably may require and agrees that the books and records of such Company Borrower will reflect the Agent’s interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent in the Accounts and Inventory, the Companies agree each Borrower agrees to deliver to the Agent all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The CompaniesBorrowers’ failure to maintain their books in the manner provided herein or to deliver to the Agent any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent in the Accounts and Inventory. (d) Each Company Borrower agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each Company Borrower agrees to safeguard, protect and hold all Inventory for the account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such CompanyBorrower’s business, on open account and on commercially reasonable terms consistent with such CompanyBorrower’s past practices. Notwithstanding the ordinary course of any Company’s business or any Company’s past practices, each Company agrees not to retain any lien on or security interest in any Inventory sold. As to any sale or other disposition of Inventory, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each Company Borrower agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each Company confirms to the Agent and the Lenders that all Taxes and fees relating to such Company’s 's business, such Company’s 's sales, and the Accounts or Inventory relating thereto, are such Company’s 's sole responsibility, and that same will be paid by such Company when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents represent a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]Each Company agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any bill and hold sale or otherwise). (c) Each Company agrees xxxees to maintain such books and records regarding Accounts and Inventory as the Agent reasonably may require and agrees that the books and records of such Company will reflect the Agent’s 's interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent in the Accounts and Inventory, the Companies agree each Company also agrees to deliver to the Agent all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ failure by any Company to maintain their its books in the manner provided herein or to deliver to the Agent any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent by such Company in the its Accounts and Inventory. (d) Each Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each Company agrees to safeguard, protect and hold all Inventory for the account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such Company’s 's business, on open account and on commercially reasonable terms consistent with such Company’s 's past practices. Notwithstanding the ordinary course of any such Company’s 's business or any Company’s and its past practices, each such Company agrees not to sell inventory on a consignment basis, nor retain any lien on or security interest in any Inventory soldsold by it. As to any sale or other disposition of Inventory, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each Such Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each The Company confirms to the Agent and the Lenders CIT that all Taxes and fees relating to such the Company’s business, such the Company’s sales, and the Accounts or Inventory relating thereto, are such the Company’s sole responsibility, and that same will be paid by such the Company when dueprior to delinquency, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]The Company agrees not to acquire any Inventory on a consignment basis, nor co- mingle its Inventory with any goods of its customers or any other person (whether pursuant to any xxxx and hold sale or otherwise, except for a Qualified Consignment). (c) Each The Company agrees to maintain such books and records regarding Accounts and Inventory as the Agent CIT reasonably may require and agrees that the books and records of such the Company will reflect the AgentCIT’s interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent CIT in the Accounts and Inventory, the Companies agree Company also agrees to deliver to the Agent CIT all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ Company’s failure to maintain their its books in the manner provided herein or to deliver to the Agent CIT any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent CIT in the Accounts and Inventory. (d) Each The Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent CIT copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each The Company agrees to safeguard, protect and hold all Inventory for the CIT’s account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such the Company’s business, on open account and on commercially reasonable terms consistent with such the Company’s past practices. Notwithstanding the ordinary course of any the Company’s business or any and the Company’s past practices, each and except for a Qualified Consignment, the Company agrees not to sell Inventory on a consignment basis, nor retain any lien on or security interest in any Inventory soldsold by the Company. As to any sale or other disposition of Inventory, the Agent CIT shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each The Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each Company confirms to the Agent and the Lenders CIT that all Taxes and fees relating to such Company’s 's business, such Company’s 's sales, and the Accounts or Inventory relating thereto, are such Company’s 's sole responsibility, and that same will be paid by such Company when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents represent a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]Each Company agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any bill and hold sale or otherwise). (c) Each Company agrees to maintain mainxxxx such books and records regarding Accounts and Inventory as the Agent CIT reasonably may require and agrees that the books and records of such Company will reflect the Agent’s CIT's interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent CIT in the Accounts and Inventory, the Companies also agree to deliver to the Agent CIT all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ ' failure to maintain their books in the manner provided herein or to deliver to the Agent CIT any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent CIT in the Accounts and Inventory. (d) Each Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent CIT copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each Company agrees to safeguard, protect and hold all Inventory for the CIT's account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such Company’s 's business, on open account and on commercially reasonable terms consistent with such Company’s 's past practices. Notwithstanding the ordinary course of any Company’s 's business or any Company’s 's past practices, each Company agrees not to sell Inventory on a consignment basis, nor retain any lien on or security interest in any Inventory soldsold by such Company. As to any sale or other disposition of Inventory, the Agent CIT shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each Company confirms represents and warrants to the Agent and the Lenders that all Taxes and fees relating to such Company’s business, such Company’s sales, and the Accounts or Inventory relating thereto, are such Company’s sole responsibility, and that same will be paid by such Company when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]Each Company agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any xxxx and hold sale or otherwise). (c) Each Company agrees to maintain such books and records regarding Accounts and Inventory as the Agent reasonably may require and agrees that the books and records of such Company will reflect the Agent’s interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent in the Accounts and Inventory, the Companies agree to deliver to the Agent all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ failure to maintain their books in the manner provided herein or to deliver to the Agent any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent in the Accounts and Inventory. (d) Each Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each Company agrees to safeguard, protect and hold all Inventory for the account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such Company’s business, on open account and on commercially reasonable terms consistent with such Company’s past practices. Notwithstanding the ordinary course of any Company’s business or any Company’s past practices, each Company agrees not to sell Inventory on a consignment basis, nor retain any lien on or security interest in any Inventory sold. As to any sale or other disposition of Inventory, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each Company confirms to the Agent and the Lenders that all Taxes and fees relating to such Company’s 's business, such Company’s 's sales, and the Accounts or Inventory relating thereto, are such Company’s 's sole responsibility, and that same will be paid by such Company when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]Each Company agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any xxxx and hold sale or otherwise) unless, in each instance, Company gives five (5) days prior written notice to Agent (which notice shall include evidence satisfactory to Agent that such Inventory is segregated from the Company's Inventory and that such arrangement does not adversely impact upon the security interest of the Agent, the priority thereof, or the exercise of remedies by Agent with respect to the Collateral). (c) Each Company agrees to maintain such books and records regarding Accounts and Inventory as the Agent reasonably may require and agrees that the books and records of such Company will reflect the Agent’s 's interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent in the Accounts and Inventory, the Companies agree to deliver to the Agent all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ ' failure to maintain their books in the manner provided herein or to deliver to the Agent any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent in the Accounts and Inventory. (d) Each Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each Company agrees to safeguard, protect and hold all Inventory for the account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such Company’s 's business, on open account and on commercially reasonable terms consistent with such Company’s 's past practices. Notwithstanding the ordinary course of any Company’s 's business or any Company’s 's past practices, each Company agrees not to sell Inventory on a consignment basis, nor retain any lien on or security interest in any Inventory sold. As to any sale or other disposition of Inventory, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each Company Credit Party confirms to the Agent and the Lenders Lender that all Taxes and fees relating to such CompanyCredit Party’s business, such CompanyCredit Party’s sales, and the Accounts or Inventory relating thereto, are such CompanyCredit Party’s sole responsibility, and that same will be paid by such Company Credit Party when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents represent a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]Each Credit Party agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any bxxx and hold sale or otherwise), it being agreed that the Company may acquire raw materials inventory on a “sale on approval” or bailment basis so long as such raw materials inventory is clearly segregated from the Inventory of the Company until such time as title to such raw materials inventory is solely vested in the Company. (c) Each Company Credit Party agrees to maintain such books and records regarding Accounts and Inventory as the Agent reasonably may require in accordance with past practices and agrees that the books and records of such Company Credit Party will reflect the AgentLender’s interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent Lender in the Accounts and Inventory, the Companies agree such Credit Party also agrees to deliver to the Agent Lender all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ Such Credit Party’s failure to maintain their its books in the manner provided herein or to deliver to the Agent Lender any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent Lender in the its Accounts and Inventory. (d) Each Company Credit Party agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent copies Lender (i) in the case of the Company, a summary of such credit memoranda as and when required to do so with its next aging report under Section 7.2(g7.2(g)(i)(2) hereof. (e) Each Company agrees to safeguard, protect and hold all Inventory for the account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such Company’s business, on open account and on commercially reasonable terms consistent with such Company’s past practices. Notwithstanding the ordinary course of any Company’s business or any Company’s past practices, each Company agrees not to retain any lien on or security interest in any Inventory sold. As to any sale or other disposition of Inventory, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.and

Covenants and Agreements Regarding Accounts and Inventory. (a) Each The Company confirms to the Agent and the Lenders that all Taxes and fees relating to such the Company’s business, such the Company’s sales, and the Trade Accounts Receivable or Inventory (other than Excluded Inventory) relating thereto, are such the Company’s sole responsibility, and that same will be paid by such the Company when due, subject to Section 7.2(d6.2(d) hereof, and that none of said Taxes or fees represents represent a lien on or claim against the AccountsTrade Accounts Receivable, other than a Permitted Tax Lien. (b) [Intentionally Omitted]Except for Excluded Inventory subject to tolling arrangements entered into in the ordinary course of business, the Company agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any xxxx and hold sale or otherwise). (c) Each The Company agrees to maintain such books and records regarding Accounts and Inventory as the Agent reasonably may require and agrees that the books and records of such the Company will reflect the Agent’s interest in the Accounts and Inventory (other than Excluded Inventory. In support of the continuing assignment and security interest of the Agent in the Accounts and Inventory, the Companies agree to deliver to the Agent all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement). The Companies’ Company’s failure to maintain their its books in the manner provided herein or to deliver to the Agent any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent in the Accounts and Inventory (other than Excluded Inventory). (d) Each The Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent copies of such credit memoranda as and when required to do so under Section 7.2(g6.2(g) hereof. (e) Each The Company agrees to safeguard, protect and hold all Inventory for in which the account of the Agent, on behalf of the Lenders, Agent holds a first priority security interest and to make no sale or other disposition thereof except in the ordinary course of such the Company’s business, on open account and on commercially reasonable terms consistent with such the Company’s past practices. Notwithstanding the ordinary course of any the Company’s business or any and the Company’s past practices, each the Company agrees not to sell Inventory in which the Agent holds a first priority security interest on a consignment basis, nor retain any lien on or security interest in any Inventory soldsold by the Company. As to any sale or other disposition of InventoryInventory in which the Agent holds a first priority security interest, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each The Company agrees to handle all Proceeds of sales of Inventory in which the Agent holds a first priority security interest in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each The Company confirms to the Agent and the Lenders CIT that all Taxes and fees relating to such the Company’s 's business, such the Company’s 's sales, and the Accounts or Inventory relating thereto, are such the Company’s 's sole responsibility, and that same will be paid by such the Company when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents represent a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]The Company agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any xxxx and hold sale or otherwise). (c) Each The Company agrees to maintain such books and records regarding Accounts and Inventory as the Agent CIT reasonably may require and agrees that the books and records of such the Company will reflect the Agent’s CIT's interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent CIT in the Accounts and Inventory, the Companies agree Company also agrees to deliver to the Agent CIT all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ Company's failure to maintain their its books in the manner provided herein or to deliver to the Agent CIT any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent CIT in the Accounts and Inventory. (d) Each The Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent CIT copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each The Company agrees to safeguard, protect and hold all Inventory for the CIT's account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such the Company’s 's business, on open account and on commercially reasonable terms consistent with such the Company’s 's past practices. Notwithstanding the ordinary course of any the Company’s 's business or any and the Company’s 's past practices, each the Company agrees not to sell inventory on a consignment basis, nor retain any lien on or security interest in any Inventory soldsold by the Company. As to any sale or other disposition of Inventory, the Agent CIT shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each The Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each Company Credit Party confirms to the Agent and the Lenders that all Taxes and fees relating to such CompanyCredit Party’s business, such CompanyCredit Party’s sales, and the Accounts or Inventory relating thereto, are such CompanyCredit Party’s sole responsibility, and that same will be paid by such Company Credit Party when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents represent a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]Each Credit Party agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any bxxx and hold sale or otherwise), it being agreed that the Company may acquire raw materials inventory on a “sale on approval” or bailment basis so long as such raw materials inventory is clearly segregated from the Inventory of the Company until such time as title to such raw materials inventory is solely vested in the Company (it being acknowledged that such raw materials inventory shall not be included in the Borrowing Base until such time as such raw materials inventory satisfies the requirements for Eligible Inventory). (c) Each Company Credit Party agrees to maintain such books and records regarding Accounts and Inventory as the Agent reasonably may require in accordance with past practices and agrees that the books and records of such Company Credit Party will reflect the Agent’s interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent in the Accounts and Inventory, the Companies agree such Credit Party also agrees to deliver to the Agent all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ Such Credit Party’s failure to maintain their its books in the manner provided herein or to deliver to the Agent any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent in the its Accounts and Inventory. (d) Each Company Credit Party agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent (i) in the case of the Company, a summary of such credit memoranda with its next aging report under Section 7.2(g)(i)(2) hereof, and (ii) copies of such credit memoranda as and when required requested by the Agent pursuant to do so under Section 7.2(g7.2(g)(i)(6) hereof. (e) Each Company Credit Party agrees to safeguard, protect and hold all Inventory for the account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except (i) sales in the ordinary course of such CompanyCredit Party’s business, on open account and on commercially reasonable terms consistent with such CompanyCredit Party’s past practices, (ii) dispositions of Excluded Inventory, and (iii) inchoate Permitted Tax Liens. Notwithstanding the ordinary course of any Companysuch Credit Party’s business or any Companyand such Credit Party’s past practices, each Company such Credit Party agrees not to sell inventory on a “sale on approval”, bailment or consignment basis, nor retain any lien on or security interest in any Inventory soldsold by such Credit Party, other than to the Approved Bailees. As to any sale or other disposition of Inventory, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each Company Such Credit Party agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company Credit Party agrees to make no sale or other disposition of Accounts except for sales of Accounts owing by customers of the type described in clause (b)(vii) of the definition of Eligible Accounts Receivable, provided that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable the face amount of such Accounts does not exceed Fifty Thousand Dollars ($50,000) in the Borrowing Baseaggregate during any calendar year unless otherwise agreed by the Agent in writing.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each The Company confirms to the Agent and the Lenders CIT that all Taxes and fees relating to such the Company’s business, such the Company’s sales, and the Accounts or Inventory relating thereto, are such the Company’s sole responsibility, and that same will be paid by such the Company when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]The Company agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any xxxx and hold sale or otherwise). (c) Each The Company agrees to maintain such books and records regarding Accounts and Inventory as the Agent CIT reasonably may require and agrees that the books and records of such the Company will reflect the AgentCIT’s interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent CIT in the Accounts and Inventory, the Companies agree Company also agrees to deliver to the Agent CIT all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ Company’s failure to maintain their its books in the manner provided herein or to deliver to the Agent CIT any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent CIT in the Accounts and Inventory. (d) Each The Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent CIT copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each The Company agrees to safeguard, protect and hold all Inventory for the CIT’s account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such the Company’s business, on open account and on commercially reasonable terms consistent with such the Company’s past practices. Notwithstanding the ordinary course of any the Company’s business or any and the Company’s past practices, each the Company agrees not to sell Inventory on a consignment basis, nor retain any lien on or security interest in any Inventory soldsold by the Company. As to any sale or other disposition of Inventory, the Agent CIT shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each The Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each The Company confirms to the Agent and the Lenders CIT that all Taxes and fees relating to such the Company’s business, such the Company’s sales, and the Accounts or Inventory relating thereto, are such the Company’s sole responsibility, and that same will be paid by such the Company when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents represent a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]The Company agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any bxxx and hold sale or otherwise). (c) Each The Company agrees to maintain such books and records regarding Accounts and Inventory as the Agent CIT reasonably may require and agrees that the books and records of such the Company will reflect the AgentCIT’s interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent CIT in the Accounts and Inventory, the Companies agree Company also agrees to deliver to the Agent CIT all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ Company’s failure to maintain their its books in the manner provided herein or to deliver to the Agent CIT any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent CIT in the Accounts and Inventory. (d) Each The Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent CIT copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each The Company agrees to safeguard, protect and hold all Inventory for the CIT’s account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such the Company’s business, on open account and on commercially reasonable terms consistent with such the Company’s past practices. Notwithstanding the ordinary course of any the Company’s business or any and the Company’s past practices, each the Company agrees not to sell inventory on a consignment basis, nor retain any lien on or security interest in any Inventory soldsold by the Company. As to any sale or other disposition of Inventory, the Agent CIT shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each The Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.

Covenants and Agreements Regarding Accounts and Inventory. (a) Each Company confirms to the Agent and the Lenders that all Taxes and fees relating to such Company’s business, such Company’s sales, and the Accounts or Inventory relating thereto, are such Company’s sole responsibility, and that same will be paid by such Company when due, subject to Section 7.2(d) hereof, and that none of said Taxes or fees represents a lien on or claim against the Accounts, other than a Permitted Tax Lien. (b) [Intentionally Omitted]Each Company agrees not to acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any goods of its customers or any other person (whether pursuant to any xxxx and hold sale or otherwise). (c) Each Company agrees to maintain such books and records regarding Accounts and Inventory as the Agent reasonably may require and agrees that the books and records of such Company will reflect the Agent’s interest in the Accounts and Inventory. In support of the continuing assignment and security interest of the Agent in the Accounts and Inventory, the Companies agree to deliver to the Agent all of the schedules, reports and other information described in Section 7.2(g) of this Financing Agreement. The Companies’ failure to maintain their books in the manner provided herein or to deliver to the Agent any of the foregoing information shall in no way affect, diminish, modify or otherwise limit the security interests granted to the Agent in the Accounts and Inventory. (d) Each Company agrees to issue credit memoranda promptly after accepting returns or granting allowances, and to deliver to the Agent copies of such credit memoranda as and when required to do so under Section 7.2(g) hereof. (e) Each Company agrees to safeguard, protect and hold all Inventory for the account of the Agent, on behalf of the Lenders, and to make no sale or other disposition thereof except in the ordinary course of such Company’s business, on open account and on commercially reasonable terms consistent with such Company’s past practices. Notwithstanding the ordinary course of any Company’s business or any Company’s past practices, each Company agrees not to sell Inventory on a consignment basis, nor retain any lien on or security interest in any Inventory sold. As to any sale or other disposition of Inventory, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation. Each Company agrees to handle all Proceeds of sales of Inventory in accordance with the provisions of Section 3.2 hereof. (f) Each Company agrees that no Inventory acquired on a consigned basis, nor Inventory sold on a consigned basis, shall be includable in the Borrowing Base.