Common use of Covenants Concerning Collateral, Etc Clause in Contracts

Covenants Concerning Collateral, Etc. The Guarantor further covenants with the Agent as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liens, the Guarantor shall be the owner of, or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent, (c) the Guarantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person other than the Agent, except for Permitted Liens, (d) the Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, (f) the Guarantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement§4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Company shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or Lien (other encumbrancethan Permitted Liens), and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) other than in favor of the Guarantor Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person other than the Agent, except for Permitted Liensas secured party, (d) the Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Company will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (fe) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (gf) the Guarantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions permitted by of obsolete or worn-out property, the Credit Agreementgranting of non-exclusive licenses in the ordinary course of business, and (i) the sale of inventory in the ordinary course of business consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Lenders and the Operations Agent as follows: (a) the Collateral, to the extent not delivered to the Operations Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement§4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Borrower will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessOperations Agent, (b) except for the security interest herein granted and Permitted LiensLiens permitted by the Credit Agreement, the Guarantor Borrower shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Borrower shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentOperations Agent or any of the Lenders, (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Agent, Operations Agent except for Permitted LiensLiens permitted by the Credit Agreement, (d) the Guarantor Borrower will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Guarantor Credit Agreement, the Borrower will permit the Operations Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor Borrower will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales of inventory in the ordinary course of business and dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent Lender except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), ; provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, or (iii) motor vehicles, vehicles or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liens, the Guarantor shall be the owner of, or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) the Guarantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Lender except for Permitted Liens, (d) the Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, (f) the Guarantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) 6.02 of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, including without limitation, limitation any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Each Grantor further covenants with the Secured Parties and the Administrative Agent as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement§4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Grantors will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAdministrative Agent, (b) except for the security interest herein granted and Permitted LiensLiens permitted by §6.2 of the Credit Agreement, the Guarantor such Grantor shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor such Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentAdministrative Agent or any of the Secured Parties, (c) the Guarantor such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Agent, Administrative Agent except for Permitted LiensLiens permitted by §6.2 of the Credit Agreement, (d) the Guarantor such Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor such Grantor will permit the Administrative Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor such Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor such Grantor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor further covenants with the Agent as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), ; provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, or (iii) motor vehicles, vehicles or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liens, the Guarantor shall be the owner of, or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent, (c) the Guarantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Agent except for Permitted Liens, (d) the Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, (f) the Guarantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) 6.02 of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, including without limitation, limitation any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Each of Group and Operating further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, Collateral will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Debtor will not remove the Collateral from such locations locations, without providing at least fifteen (15) days 30 days’ prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and the Permitted Liens, the Guarantor Debtor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall diligently defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) other than the Guarantor Permitted Liens, the Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensSecured Party, (d) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral from time to time at any reasonable time during normal business hourshours upon reasonable notice, wherever located, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by other than in the Credit Agreementordinary course of business, (i) the Debtor will not permit the Collateral to be physically located and/or put into service in any jurisdiction in which the grant of a security interest in such Collateral would require approval from any governmental regulatory body or agency until the delivery of reasonable evidence of any such approval to the Collateral Agent, and (j) the Debtor may also transfer title to all or any part of the Collateral to one or more direct or indirect wholly-owned subsidiaries of either Debtor (a “Permitted Transferee”), provided, however, that prior to any such transfer (i) such Permitted Transferee shall execute a joinder agreement or guaranty in form and substance satisfactory to the Collateral Agent (A) agreeing to be bound as a co-maker or guarantor under the Note and as a debtor under this Agreement and (B) acknowledging and confirming the Collateral Agent’s continuing security interest in and lien on the Collateral, (ii) the Debtor shall provide the Collateral Agent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(awritten evidence that all federal and state regulatory approvals and other third party consents, if any, required for such transfer and joinder or guaranty have been obtained (the “Required Approvals”) and (iii) the Collateral Agent shall indicate in writing that it is satisfied that all Required Approvals for such transfer and joinder or guaranty have been obtained; provided, further, however, that notwithstanding any transfer of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedto the Permitted Transferee, neither Group nor Operating shall be released from its obligations hereunder or under the Note.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Debtor shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbranceencumbrance other than Permitted Liens, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party other than Permitted Liens, (cb) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Secured Party or with respect to Permitted Liens, (dc) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereonorder, (ed) the Guarantor Debtor will permit the Agent, or its designee, Secured Party to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, provided that so long as no Event of Default has occurred and is continuing, Secured Party shall not inspect the Collateral more than one time per fiscal year of Debtor, (fe) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this AgreementAgreement unless any of the same are contested in good faith, (gf) the Guarantor Debtor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, federal and state and local statutes and ordinances dealing with the environment, preservation or reclamation of natural resources, the control, shipment, storage or disposal of hazardous materials or substances, or heath and safety matters, in each case, except to the extent any non-compliance could not reasonably be expected to result in a Material Adverse Change and (hg) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales of inventory in the ordinary course of business, (ii) sales or other dispositions permitted by the Credit Agreementof obsolete items of Collateral and/or items of Collateral that are no longer useful in Debtor’s business, (iii) so long as no Event of Default has occurred and is continuing, cash dividends and/or distributions to Parent, and (iiv) with each annual Compliance Certificate delivered by Borrower pursuant so long as no Event of Default has occurred and is continuing, sales or other dispositions of Collateral having an aggregate value not to Section 6.02(a) exceed $5,000,000 in any fiscal year of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedDebtor.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations that location listed on in the Perfection Certificate, as preamble of the same may be amended from time to time as herein providedSubordinated Loan Agreement, and the Guarantor Company will not remove the Collateral from such locations location without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, Lender; (b) except for the security interest herein granted and Permitted Liensliens permitted by the Subordinated Loan Agreement, the Guarantor Company shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent, Lender; (c) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any a security interest, lien or other encumbrance interest in the Collateral in favor of any person other than the Agent, Lender except for Permitted Liens, liens permitted by the Subordinated Loan Agreement; (d) the Guarantor Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, ; (e) as provided in the Guarantor Subordinated Loan Agreement, the Company will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, ; (f) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, ; (g) the Guarantor Company will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, ; and (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by sales in the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) ordinary course of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedbusiness.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Property and the Guarantor Debtor will not remove the Collateral from such locations locations, without providing at least fifteen (15) days thirty days’ prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Loan Agreement, the Guarantor Debtor shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Secured Party except for Permitted Liensliens permitted by the Loan Agreement, (d) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Loan Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) sales of Inventory in the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedordinary course of Debtor’s business.

Covenants Concerning Collateral, Etc. The Guarantor THE Debtors further covenants covenant with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit AgreementSec.4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Debtors will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Debtors shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtors shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtors shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensSecured Party, (d) the Guarantor Debtors will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtors will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Debtors will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtors will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Debtors will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) sales of inventory and licenses of general intangibles other than the Database in the ordinary course of business and (ii) so long as no Default has occurred, sales or other dispositions of obsolescent items of equipment consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Loan Agreement, the Guarantor Debtor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (cb) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Secured Party except for Permitted Liensliens permitted by the Loan Agreement, (dc) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (ed) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (fe) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (gf) the Guarantor Debtor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (hg) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by sales of inventory in the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) ordinary course of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedbusiness.

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, Collateral will be kept at those locations listed on the Perfection Certificate, as address of the same may be amended from time to time as herein providedBorrower set forth above, and the Guarantor Borrower will not remove the Collateral from such locations location, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessLender, (b) except for the security interest herein granted and Permitted Liens, the Guarantor Borrower shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Borrower shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein in this Agreement adverse to the AgentLender, (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensLender, (d) the Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Borrower will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever locatedtime, (fe) the Guarantor Borrower will pay promptly or cause to be paid when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this AgreementAgreement (not including those taxes, (g) the Guarantor will continue to operate its business assessments, charges or levies which are being diligently contested in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amendedgood faith and by appropriate proceedings, and with all applicable provisions such contest operates to suspend collection of federalsuch contested taxes, state assessments, charges and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (hlevies) the Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (if) with each annual Compliance Certificate delivered by Borrower pursuant no transfer or license to Section 6.02(a) of any Intellectual Property will be made without the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedLender’s prior written consent.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent it consists of information and documentation relating to Accounts, contracts rights and Documents not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreementterms hereof, will be kept only at those locations listed the address of the Debtor set forth on the Perfection Certificate, as the same may be amended from time to time as herein providedsignature page hereof or other locations approved by Lender, and the Guarantor Debtor will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Debtor shall be the owner of, or have other rights in or power to transfer, of the Collateral and the Real Property Rights free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage mortgage, encumber or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, a lien or other encumbrance security interest in the Collateral or any Real Property Rights in favor of any person other than the Agent, except for Permitted LiensSecured Party, (d) the Guarantor Debtor will keep the Collateral and the real property in which the Debtor has any Real Property Rights in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral and the real property in which the Debtor has any Real Property Rights at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Debtor will pay (or cause to be paid) promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this AgreementAgreement or relating to the real property in which the Debtor has any Real Property Rights, (g) the Guarantor Debtor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local laws, statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substancesordinances, (h) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein or any Real Property Rights, except for dispositions permitted by sales of inventory in the Credit Agreementordinary course of business; (i) the Debtor will not redeem, purchase, or retire any of the capital stock of the Debtor or declare or pay any dividends (other than stock dividends), or make any other payment or distribution upon any of the capital stock of the Debtor, (j) the Debtor will not make any investment in, or make any loan or advance to, any person, partnership, or corporation, affiliated with the Debtor or to any officers, stockholders, or directors of the Debtor, and (ik) the Debtor will comply at all times with each annual Compliance Certificate delivered by Borrower pursuant all Land Contracts and all other agreements evidencing or relating to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide Collateral or any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedReal Property Rights.

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Agent Bank as follows: (a) the Collateral, to the extent not delivered to the Agent Bank pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Borrower will not remove the Collateral from such locations without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessBank, (b) except for the security interest herein granted and Permitted Liensliens permitted by a Credit Agreement, the Guarantor Borrower shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Borrower shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentBank, (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any a security interest, lien or other encumbrance interest in the Collateral in favor of any person other than the Agent, except for Permitted LiensBank, (d) the Guarantor Borrower will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Borrower will permit the AgentBank, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Borrower will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, Act as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit sale of inventory in the ordinary course of business. In the event of any inconsistency between the covenants made in the Intellectual Property Security Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) dated as of the Credit Agreementdate hereof, between the Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the Guarantor “IP Security Agreement”), with respect to the Borrower’s Copyrights, Trademarks and Licenses (as such terms are defined in the IP Security Agreement), and those covenants made in this Security Agreement with respect to that portion of the Collateral consisting of such Copyrights, Trademarks and Licenses, the covenants set forth in the IP Security Agreement shall cause Borrower prevail with respect to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedsuch inconsistency.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices and the sale of the Factored Receivables sold in accordance with the terms of the Intercreditor Agreement and each Note, the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement§4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Company shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or Lien (other encumbrancethan Permitted Liens), and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) other than in favor of the Guarantor Secured Party or, so long as the Intercreditor Agreement is in full force and effect, Versant with respect to the Versant Collateral and the Versant Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person other than the Agent, except for Permitted Liensas secured party, (d) the Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Company will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (fe) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (gf) the Guarantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral Collateral, or any interest therein except for for, with respect to the Collateral, the sale of the Factored Receivables sold in accordance with the terms of the Intercreditor Agreement and the Note and, so long as no Event of Default has occurred and is continuing, dispositions permitted by of obsolete or worn-out property, the Credit Agreementgranting of non-exclusive licenses in the ordinary course of business, and (i) the sale of inventory in the ordinary course of business consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Lenders and the Agent as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit AgreementSec.4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent; provided however, the Company and the Borrower may remove Collateral with a value of $250,000 in the aggregate each calendar year and shall give notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessas soon as possible thereafter, (b) except for the security interest herein granted and Permitted LiensLiens permitted by the Loan Agreement, the Guarantor Company shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbranceLien, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentAgent or any of the Lenders, (c) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance Lien in the Collateral in favor of any person person, other than the Agent, Agent except for Permitted LiensLiens permitted by the Loan Agreement, (d) the Guarantor Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Guarantor Loan Agreement, the Company will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor Company will continue to operate operate, its business in material compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales of inventory and licenses of general intangibles in the ordinary course of business, (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices and (iii) dispositions permitted by the Credit Loan Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Each Obligor further covenants with the Secured Parties and the Collateral Agent as follows: (a) (except as permitted by clause (h) and except for Collateral not constituting Bailment Threshold Property), the Collateral, to the extent not delivered to the Collateral Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as Certificate and none of the same may be amended from time to time as herein provided, and the Guarantor Obligors will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAgent, (b) except for the security interest herein granted and Permitted LiensLiens permitted by each of the Credit Documents or the Intercreditor Agreement, one or more of the Guarantor Obligors shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person Person (other than Joint Venture Rights) or any lien, security interest or other encumbranceLien, and each of the Guarantor Obligors shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the AgentCollateral Agent or any of the Secured Parties, (c) the Guarantor no Obligor shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any security interest, lien or other encumbrance Lien in the Collateral in favor of any person Person, other than the Agent, Collateral Agent except for Permitted LiensLiens permitted by each of the Credit Documents and the Intercreditor Agreement, (d) each of the Guarantor Obligors will keep the Collateral in good order and repair and will not use the same in violation of law (to the extent that any failure to so operate could result in or cause to occur a material adverse impairment to the Collateral or the Lien created hereby) and will comply, in all material respects, with the terms of any policy of insurance thereon, (e) each of the Guarantor Obligors will permit the Collateral Agent, or its designee, to inspect the Collateral in its possession at any reasonable time during normal business hours, wherever locatedand to take all reasonable steps to permit the same with respect to any Collateral in the possession of Persons other than the Obligors, (f) each of the Guarantor Obligors will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this AgreementAgreement other than those in dispute by appropriate procedures, (g) the Guarantor each Obligor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substancessubstances to the extent that any failure to so operate could result in or cause to occur a material adverse impairment to the Collateral or the Lien created hereby, and (h) none of the Guarantor Obligors will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales of inventory in the ordinary course of business and, so long as no Default or Event of Default then exists, sales or other dispositions as otherwise permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Documents. Each of the Secured Parties agrees to instruct the Collateral Agent to release its security interest in the Collateral in connection with any such sale or disposition pursuant to the terms of the Intercreditor Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on Schedule 4.16 to the Perfection Certificate, as the same may be amended from time to time as herein provided, Credit Agreement and the Guarantor Debtor will not remove move any Collateral to any location not shown in Schedule 4.16 to the Collateral from such locations Credit Agreement without providing at least fifteen thirty (1530) days prior written notice to Secured Party, which notice shall include the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such new location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Credit Agreement, the Guarantor Debtor shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than Secured Party and as permitted by the Agent, except for Permitted LiensCredit Agreement, (d) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect and audit the Collateral at any reasonable time during normal business hourstime, wherever located, according to the terms of the Credit Agreement, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral according to the terms of the Credit Agreement or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, substances and (h) the Guarantor Debtor will not discount, factor, sell or otherwise dispose, or offer to sell or otherwise dispose, of any of the Collateral including, but not limited to, instruments, general intangibles, tangible or electronic chattel paper, promissory notes and/or accounts, or any interest therein therein, except for dispositions as permitted by under the Credit Agreement. In the event that any sales are not permitted under the Credit Agreement, and (i) with each annual Compliance Certificate delivered then such sales are also not permitted hereunder. In addition, Debtor will only store grain owned by Borrower pursuant Debtor not evidenced by a Warehouse Receipt in facilities owned by Debtor at locations set forth on Schedule 4.16 to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Agent as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor Borrower will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor Borrower or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), ; provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, or (iii) motor vehicles, vehicles or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liens, the Guarantor Borrower shall be the owner of, or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Borrower shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent, (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Agent except for Permitted Liens, (d) the Guarantor Borrower will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Borrower will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, (f) the Guarantor Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor Borrower will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) 6.02 of the Credit Agreement, the Guarantor Borrower shall cause Borrower to provide any information updating the Perfection Certificate, including, including without limitation, limitation any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreementterms hereof, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Schedule 7.1(g) and the Guarantor Borrower will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, Lender; (b) except for the security interest herein granted and Permitted Liens, the Guarantor Borrower shall be the owner of, of (or have other rights in or power to transfer, in) the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Borrower shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent, Lender; (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the AgentLender, except for Permitted Liens, ; (d) the Guarantor Borrower will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, ; (e) the Guarantor Borrower will permit the Collateral Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, ; (f) the Guarantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor Borrower will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, ; and (hg) the Guarantor Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Banks and the Agent as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Borrower will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days days’ prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAgent, (b) except for the security interest herein granted and Permitted Liens, the Guarantor Borrower shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person Person or any lien, security interest or other encumbranceLien, and the Guarantor Borrower shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the AgentAgent or any of the Banks, (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person Person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any Person as secured party, other than the Agent for the benefit of the Banks and the Agent, except for Permitted Liens, (d) the Guarantor Borrower will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Guarantor Credit Agreement, the Borrower will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales of Collateral in the ordinary course of business and dispositions permitted by the Credit AgreementLoan Documents, and (ih) with each annual Compliance Certificate delivered by the Borrower pursuant will exercise any and all voting and/or other consensual rights and powers inuring to Section 6.02(a) an owner of the Credit AgreementCollateral owned or held by it or on its behalf, or any part thereof, for a purpose consistent with the Guarantor shall cause terms of this Agreement and the other Loan Documents; provided, however, that the Borrower will not exercise any such right if the result thereof would (x) materially and adversely affect the rights inuring to provide a holder of the Collateral or the rights and remedies of the Agent or the Banks under this Agreement or any information updating other Loan Document or the Perfection Certificateability of the Agent or the Banks to exercise the same, including, without limitation, any new locations and (y) be inconsistent with Borrower’s usual and customary proxy voting procedures in effect at which any Collateral is locatedsuch time.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not (except for inventory sold in the ordinary course of business and obsolete equipment disposed of) remove the Collateral from such locations location, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessLender, (b) except for the security interest herein granted and existing liens in favor of the Lender and Permitted Liens, the Guarantor Company shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any a security interest, lien or other encumbrance interest in the Collateral in favor of any person other than the Agent, except for Permitted LiensLender, (d) the Guarantor Company will keep the Collateral in good order and repair repair, reasonable wear and tear excepted, and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Company will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hourshours upon reasonable advance notice, wherever located, (f) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor Company will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by (i) sales of inventory in the Credit Agreementordinary course of business, and (iii) with each annual Compliance Certificate delivered sales consented to by Borrower pursuant to Section 6.02(a) the Lender and where the Lender receives all of the Credit Agreement, proceeds of such sales to be applied to the Guarantor shall cause Borrower to provide any information updating Obligations as determined by the Perfection Certificate, including, without limitation, any new locations Lender at which any Collateral is locatedits sole discretion.

Covenants Concerning Collateral, Etc. The Guarantor Each Grantor further covenants with the Agent Senior Secured Parties as follows: (a) the Collateral, to the extent not delivered to the Collateral Agent pursuant to Section 4 hereof or disposed of as permitted by the Section 7.06 of each Credit Agreement, will be kept at those locations listed on the such Grantor’s Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor such Grantor will not remove the Collateral from such locations without providing at least fifteen thirty (1530) days prior written notice to the Collateral Agent except to (i) to another location listed on the such Grantor’s or any other Grantor’s Perfection Certificate, Certificate or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, a Grantor that is located within the United States but not listed on the any Grantor’s Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), ; provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business5,000,000, (b) except for the security interest herein granted and Permitted Liensthe Liens permitted by the Credit Agreements, the Guarantor such Grantor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor such Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentCollateral Agent or any of the other Senior Secured Parties, (c) the Guarantor such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in in, or claim by any person to to, the Collateral, or any security interest, lien or other encumbrance Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Agent, Collateral Agent except for Permitted Liensthe Liens permitted by the Credit Agreements, (d) the Guarantor such Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor subject to Section 6.06 of each Credit Agreement, such Grantor will permit the Collateral Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor such Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor such Grantor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions Dispositions expressly permitted by the Sections 7.04 or 7.06 of each Credit Agreement, (i) except in order to secure the Senior Obligations, such Grantor will not incur or permit to exist any Lien on any Excluded Inventory and (ij) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) 6.01 of the each Credit Agreement, the Guarantor shall cause Borrower to Company shall, on behalf of itself and each other Grantor, provide any information updating the each Grantor’s Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Schedule A and the Guarantor Debtor will not remove the move any Collateral from such locations to any location not shown in Schedule A without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on Secured Party, which notice shall include the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such new location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Loan Agreement, the Guarantor Debtor shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Secured Party except for Permitted Liensliens permitted by the Loan Agreement, (d) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect and audit the Collateral at any reasonable time during normal business hourstime, wherever located, according to the terms of the Loan Agreement, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral according to the terms of the Loan Agreement or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor Debtor will apply for all subsidies, price support payments, guaranty payments and other payments of any kind available to the Debtor under any federal, state or local governmental program relating to the use of corn to produce ethanol, the production of ethanol, the sale of ethanol and any other activities of the Debtor, will file for all tax credits and deductions available for any of the foregoing, and will take no action, or omit to take any action, which would preclude or jeopardize in any manner the Debtor’s ability to participate in any such payments, programs, tax credits or deductions and (i) the Debtor will not the Debtor will not discount, factor, sell or otherwise dispose, or offer to sell or otherwise dispose, of any of the Collateral Collateral, including, but not limited to, instruments, general intangibles, tangible or electronic chattel paper, promissory notes and/or accounts, or any interest therein except for dispositions permitted by the Credit Agreement, and (i) sales and leases of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with each annual Compliance Certificate delivered by Borrower pursuant to past practices; provided, however, that permitted sales under this Section 6.02(a) of are also permitted under the Credit Loan Agreement. In the event that such sales are not permitted under the Loan Agreement, then such sales are also not permitted hereunder. In addition, the Guarantor shall cause Borrower to provide any information updating Debtor will only store grain owned by the Perfection Certificate, including, without limitation, any new Debtor not evidenced by a Warehouse Receipt in facilities owned by the Debtor at locations at which any Collateral is located.set forth on Schedule A.

Covenants Concerning Collateral, Etc. The Guarantor further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent Lender except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), ; provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, or (iii) motor vehicles, vehicles or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liens, the Guarantor shall be the owner of, or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) the Guarantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Lender except for Permitted Liens, (d) the Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, (f) the Guarantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.,

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreementhereof, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessLender, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Credit Agreement, the Guarantor Company shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any a security interest, lien or other encumbrance interest in the Collateral in favor of any person other than the Agent, Lender except for Permitted Liensliens permitted by the Credit Agreement, (d) the Guarantor Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Guarantor Credit Agreement, the Company will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hourswith forty-eight (48) hours notice to Company, wherever located, (f) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Company will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) sales of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Lender as follows: (a) except for the inventory and equipment installed or maintained at customer locations, the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement§4, will be kept at those locations listed on the Perfection CertificateCertificate and except in the ordinary course of business, as the same may be amended from time to time as herein provided, and the Guarantor Company will not remove the Collateral from such locations locations, without providing at least fifteen (15) 15 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessLender, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor liens permitted by the Loan Agreement and the liens of GSP securing the GSP Subordinated Debt, the Company shall be the owner of, of or have other rights in or power to transfer, transfer the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Lender except for Permitted Liensliens permitted by the Loan Agreement, (d) the Guarantor Company will keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereonthereon except as would not have a Material Adverse Effect, (e) the Guarantor Company will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hoursas and when set forth in the Loan Agreement, wherever located, (f) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, other than such taxes, assessments, charges and levies contested in good faith, (g) the Guarantor Company will continue continue, in all material respects to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substancessubstances except as would not have a Material Adverse Effect, (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by other than as set forth in the Credit Loan Agreement, and (i) with each annual Compliance Certificate delivered the Company shall not file a correction statement relating to the Collateral or to any financing statement or fixture filing filed by Borrower pursuant the Lender without the Lender’s prior written consent, (j) if the Company is a corporation, limited liability company, limited partnership or other registered organization the Company shall, at its expense, furnish to Section 6.02(a) Lender a certified copy of the Credit AgreementCompany’s organization documents verifying its correct legal name or, at Lender’s election, shall permit the Lender to obtain such certified copy at the Company’s expense; and (k) from time to time, at Lender’s election, the Guarantor Lender may obtain a certified copy of the Company’s organization documents and a search of such Uniform Commercial Code filing offices as it shall cause Borrower deem appropriate, at the Company’s expense, to provide any information updating verify the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedCompany’s compliance with the terms of this Agreement.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Parties as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Parties pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreementsection 4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Debtor will not remove the Collateral from such locations locations, without providing at least fifteen (15) days 30 days’ prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, Secured Parties; (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor shall Debtor will be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any Person, lien, security interest interest, or other encumbrance, and the Guarantor shall Debtor will defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Agent, Secured Parties; (c) the Guarantor shall Debtor will not pledge, mortgage mortgage, or create, create or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any security interest, lien lien, or other encumbrance in the Collateral in favor of any person Person, other than the Agent, except for Permitted Liens, Secured Parties; (d) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, ; (e) Debtor will keep the Guarantor Collateral separate and identifiable; (f) Debtor will permit the Agent, Secured Parties or its designee, their designee to inspect the Collateral at any reasonable time during normal business hourstime, wherever located; (g) Debtor will keep its records concerning accounts and general intangibles at the location disclosed to Secured Parties, which records will be of such character as will enable Secured Parties or their designee to determine at any time the status thereof; (fh) the Guarantor Debtor will timely file and pay promptly when due all taxes, assessments, governmental charges charges, and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, and will comply with all laws, rules, and regulations relating to the Collateral; (gi) the Guarantor Debtor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state state, and local statutes statutes, and ordinances dealing with the control, shipment, and storage or disposal of hazardous materials or substances, ; and (hj) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by sales and leases of inventory and licenses of general intangibles in the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) ordinary course of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedbusiness.

Covenants Concerning Collateral, Etc. The Guarantor Each Grantor further covenants with the Agent Senior Secured Parties as follows: (a) the Collateral, to the extent not delivered to the Collateral Agent pursuant to Section 4 hereof or disposed of as permitted by the Section 7.06 of each Credit Agreement, will be kept at those locations listed on the such Grantor’s Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor such Grantor will not remove the Collateral from such locations without providing at least fifteen thirty (1530) days prior written notice to the Collateral Agent except to (i) to another location listed on the such Grantor’s or any other Grantor’s Perfection Certificate, Certificate or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, a Grantor that is located within the United States but not listed on the any Grantor’s Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), ; provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business5,000,000, (b) except for (i) the security interest herein granted and Permitted Liens(ii) the Liens permitted by the Credit Agreements, the Guarantor such Grantor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor such Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentCollateral Agent or any of the other Senior Secured Parties, (c) the Guarantor such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in in, or claim by any person to to, the Collateral, or any security interest, lien or other encumbrance Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Agent, Collateral Agent except for Permitted Liensthe Liens permitted by the Credit Agreements, (d) the Guarantor subject to Section 6.04 of each Credit Agreement, such Grantor will keep the Collateral material to the conduct of its business in good order and repair and will not use the same in violation compliance in all material respects with all Requirements of law or Law (as defined in each Credit Agreement) and any policy of insurance thereon, (e) the Guarantor subject to Section 6.06 of each Credit Agreement, such Grantor will permit the Collateral Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) except as provided in Section 6.09 of the Guarantor Credit Agreements, such Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor such Grantor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (hhe) the Guarantor such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions expressly permitted by Sections 7.04 or 7.06 of each Credit Agreement, (i) except in order to secure the Senior Obligations or as otherwise expressly permitted by the Credit AgreementAgreements, such Grantor will not incur or permit to exist any Lien on any Excluded Inventory and (ij) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) 6.01 of the each Credit Agreement, the Guarantor shall cause Borrower to Company shall, on behalf of itself and each other Grantor, provide any information updating the each Grantor’s Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Each Company further covenants with the Lenders and the Administrative Agent as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to Section 4 hereof or disposed the Revolving Credit Agent pursuant to the terms of as permitted by the Credit AgreementRevolving Loan Documents, will be kept at those locations listed on the its Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor such Company will not remove the Collateral from such locations without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAdministrative Agent, (b) except for the security interest herein granted and Permitted LiensLiens permitted by Section 8.3 of the Credit Agreement, the Guarantor Companies shall be the owner of, or have other rights in or power to transfer, owners of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor such Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the AgentAdministrative Agent or any of the Lenders, (c) the Guarantor such Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any lien, security interest, lien interest or other encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9 203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Agent, Administrative Agent except for Permitted LiensLiens permitted by the Credit Agreement, (d) the Guarantor such Company will keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Guarantor Credit Agreement, such Company will permit the Administrative Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor such Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor such Company will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor such Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales or other dispositions expressly permitted by under the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant such Company will not file any amendment to Section 6.02(a) or termination of any Uniform Commercial Code financing statement naming such Company as debtor and the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedAdministrative Agent as secured party.

Covenants Concerning Collateral, Etc. The Guarantor Each Company further covenants with the Lenders and the Administrative Agent as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement(S)4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor such Company will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAdministrative Agent, (b) except for the security interest herein granted and the Permitted LiensLiens set forth in (S)9.2 of the Credit Agreement, the Guarantor Companies shall be the owner of, or have other rights in or power to transfer, owners of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor such Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the AgentAdministrative Agent or any of the Lenders, (c) the Guarantor such Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person Person, other than the Administrative Agent, except for Permitted Liens, (d) the Guarantor such Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor such Company will permit the Administrative Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor such Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor such Company will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor such Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by sales and leases of inventory and equipment in the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) ordinary course of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedbusiness.

Covenants Concerning Collateral, Etc. The Company and each Guarantor further covenants covenant with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreementss.4, will be kept at those locations listed on the Perfection Certificate, as Certificates and neither the same may be amended from time to time as herein provided, and the Company nor any Guarantor will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessLender, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Credit Agreement, the Company or a Guarantor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Company and such Guarantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) neither the Company nor any Guarantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Lender except for Permitted Liensliens permitted by the Credit Agreement, (d) the Company and each Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Company and each Guarantor will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Company or each Guarantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Company and each Guarantor each will continue to operate its respective business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) neither the Company nor any Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by sales of inventory in the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) ordinary course of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedbusiness.

Covenants Concerning Collateral, Etc. The Guarantor Each of the Obligors further covenants with the Collateral Agent as follows: (a) the Collateral, to the extent not delivered to the Collateral Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreementss.4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Collateral Questionnaire and the Guarantor no Obligor will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAgent, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Financing Agreements, the Guarantor each Obligor shall be the owner of, of or have other rights in or power to transfer, the its respective Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor each Obligor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Collateral Agent, (c) the Guarantor no Obligor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to any of the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Collateral Agent except for Permitted Liensliens permitted by the Financing Agreements, (d) the Guarantor each Obligor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor each Obligor will permit the Collateral Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor each Obligor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor each Obligor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor no Obligor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory in the ordinary course of its business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions permitted by the Credit Financing Agreements so long as the proceeds of any such sale or disposition are applied in accordance with the Financing Agreements and the Intercreditor Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with ------------------------------------ the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Debtor will not remove the Collateral from such locations locations, without providing at least fifteen (15) thirty days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Debtor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensSecured Party, (d) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.the

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Agent as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor Borrower will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor Borrower or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liens, the Guarantor Borrower shall be the owner of, or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Borrower shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent, (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person other than the Agent, except for Permitted Liens, (d) the Guarantor Borrower will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Borrower will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, (f) the Guarantor Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor Borrower will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor Borrower shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Collateral Agent as followsfollows except to the extent that failure to do so would not cause a Material Adverse Change: (a) the Collateral, to the extent not delivered to the Collateral Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein providedif any, and the Guarantor on Exhibit B attached hereto and Debtor will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificatelocations, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, than in the ordinary course of businessbusiness or as permitted under the Loan Agreement or the Guaranty, without providing at least thirty (30) days’ prior written notice to Collateral Agent, (b) except for the security interest herein granted and liens permitted by the Loan Documents, including without limitation the Permitted LiensExceptions, the Guarantor Debtor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Collateral Agent, (c) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Collateral Agent, except for liens permitted by the Loan Documents, including without limitation the Permitted LiensExceptions, (d) the Guarantor Debtor will keep the Collateral in good order and repair repair, normal wear and tear excepted, and will not use the same in violation of law or any policy of insurance thereonlaw, (e) the Guarantor Debtor will permit the Collateral Agent, or its designee, upon reasonable prior notice, to inspect enter upon any portion of the premises where any Collateral may be located for purposes of inspection of the Collateral; provided, however, that inspection by Collateral Agent (or by Collateral Agent’s inspector) of the Collateral at or any reasonable time during normal business hoursportion thereof is for the sole purpose of protecting the security of Collateral Agent and is not to be construed as a representation by Collateral Agent that there has been compliance with applicable law or any other requirement or condition and Debtor may make or cause to be made such other independent inspections as Debtor may desire for its own protection, wherever locatedand nothing contained herein shall be construed as requiring Collateral Agent to oversee or supervise the Collateral, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) unless such action would result in a Material Adverse Change (without taking into consideration subsections (iii) and (iv) of the Guarantor will not definition of Material Adverse Change), Debtor may sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreementthat Debtor shall not sell or otherwise dispose of, and (i) with each annual Compliance Certificate delivered by Borrower pursuant or offer to Section 6.02(a) sell or otherwise dispose of, all or a substantial part of the Credit Agreement, the Guarantor shall cause Collateral other than to Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedor a Guarantor.

Covenants Concerning Collateral, Etc. The Guarantor Each of the Parent and the Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Debtor shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Parent and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (cb) neither the Guarantor Parent nor the Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensSecured Party, (dc) the Guarantor Parent and the Debtor will keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon, (ed) the Guarantor Parent and the Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (fe) the Guarantor Parent and the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (gf) the Guarantor Parent and the Debtor will continue to operate its the Debtor’s business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (hg) neither the Guarantor Parent nor the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by (i) sales of inventory in the Credit Agreementordinary course of business, and (iii) sales or other dispositions of obsolescent items of equipment consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Collateral Agent and the Noteholders as follows: (a) the Collateral, to the extent not delivered to the Collateral Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAgent, (b) except for the security interest interests herein granted and Permitted Liensliens permitted by the Note Purchase Agreement, the Guarantor Company shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbranceLien, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentCollateral Agent or any of the Noteholders, (c) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance Lien in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensCollateral Agent other than Liens permitted by the Note Purchase Agreement, (d) the Guarantor Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (e) the Guarantor Company will permit the Collateral Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, except as permitted by the Note Purchase Agreement, (g) the Guarantor Company will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, except where the failure to do so would not have a Material Adverse Effect, and (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Note Purchase Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those the locations listed on set forth in the Perfection Certificate, as the same may be amended from time to time as herein provided, Credit Agreement and the Guarantor Debtor will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days days’ prior written notice to the Agent except (i) to another location listed on Secured Party other than the Perfection Certificate, or (ii) to another location sale of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, inventory in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Debtor shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensSecured Party, (d) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this AgreementAgreement (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower), (g) the Guarantor Debtor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by (i) sales of inventory in the Credit Agreementordinary course of business, and (iii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as provided however, that the same may be amended from time to time as herein providedaggregate value of Collateral held at the Company's facility in Leiden, and The Netherlands shall not exceed $350,000, (b) the Guarantor Company will not remove the Collateral from such the locations listed on the Perfection Certificate without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) Lender; provided that, notwithstanding the foregoing, the Company shall be permitted to another location listed on change the Perfection Certificate, or (ii) to another location of Collateral pursuant to its ordinary course of business and pursuant to its EPP and Evaluation Programs without such 30 days prior written notice, provided that, the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time Company shall (1) provide to time (Lender prompt notice following any such location, an “Unlisted Location”), provided, movement of Collateral in the event that the net aggregate value of such Collateral moved pursuant the Company's EPP and Evaluation Programs is equal to $500,000 or more within any fiscal quarter and (2) provide by not later than fifteen (15) days after the end of each fiscal quarter (or earlier upon the Lender's request if an Event of Default has occurred and is continuing) the Lender with notification of a change in location and the new location for such Collateral located at moved pursuant to such Unlisted Location shall not exceed $1,000,000Company Programs, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (bc) except for the security interest herein granted and Permitted LiensLiens permitted by the Loan Agreement, the Guarantor Company shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (cd) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Lender except for Permitted LiensLiens permitted by the Loan Agreement, (de) the Guarantor Company will keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon, (ef) the Guarantor Company will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (fg) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this AgreementAgreement except those being contested in good faith and by appropriate proceedings diligently conducted with respect to which adequate reserves are being maintained in accordance with generally accepted accounting principles in the United States, and so long as no liens associated therewith are being foreclosed, (gh) the Guarantor Company will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substancessubstances except where such failure to comply would reasonably be expected to have a Borrower Material Adverse Effect, and (hi) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by (1) sales and leases of inventory in the Credit Agreement, ordinary course of business and (i2) to the extent not included in (i)(1) hereof, the transfer of contracts and the rights thereunder for sales-type leases for monitors in the ordinary course of business consistent with past practices pursuant to agreements substantially similar in terms and conditions to the agreements currently in place with AFI. So long as no Event of Default shall have occurred and be continuing, nothing herein shall preclude the Company from withdrawing or directing the disposition of funds from each annual Compliance Certificate delivered by Borrower deposit account that the Company now, or at any time hereafter, opens and maintains into which the proceeds of any Collateral may be deposited and which is subject to the Lender's control pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located4.2 hereof.

Covenants Concerning Collateral, Etc. The Guarantor Each Company further covenants with the Lenders and the Administrative Agent as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement§4, will be kept at those locations listed on the its Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor such Company will not remove the Collateral from such locations without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAdministrative Agent, (b) except for the security interest herein granted and Permitted LiensLiens permitted by §8.3 of the Credit Agreement, the Guarantor Companies shall be the owner of, or have other rights in or power to transfer, owners of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor such Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the AgentAdministrative Agent or any of the Lenders, (c) the Guarantor such Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any lien, security interest, lien interest or other encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9 203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Agent, Administrative Agent except for Permitted LiensLiens permitted by the Credit Agreement, (d) the Guarantor such Company will keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Guarantor Credit Agreement, such Company will permit the Administrative Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor such Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor such Company will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor such Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales or other dispositions expressly permitted by under the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant such Company will not file any amendment to Section 6.02(a) or termination of any Uniform Commercial Code financing statement naming such Company as debtor and the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedAdministrative Agent as secured party.

Covenants Concerning Collateral, Etc. The Guarantor Each Grantor further covenants with the Agent Bank as follows: (a) the Collateral, to the extent not delivered to the Agent Bank pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Exhibit and the Guarantor such Grantor will not remove the Collateral from such locations locations, without providing at least fifteen (15) days thirty days’ prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessBank, (b) except for the security interest herein granted and Permitted Liensliens and leases permitted by the Credit Agreement, the Guarantor 72387200_3 such Grantor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor such Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentBank, (c) the Guarantor such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Bank except for Permitted Liensliens and leases permitted by the Credit Agreement, (d) the Guarantor such Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Guarantor Credit Agreement, such Grantor will permit the AgentBank, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor such Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor such Grantor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices and other dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Each Grantor further covenants with the Collateral Agent as follows: (a) the Collateral, to the extent not delivered to the Collateral Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreementss.4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Grantor will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAgent, (b) except for the security interest herein granted and Permitted Liens, the Guarantor Grantor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Collateral Agent, (c) the Guarantor Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any a security interest, lien or other encumbrance interest in the Collateral in favor of any person other than the Agent, Collateral Agent except for Permitted Liens, (d) the Guarantor will keep the Collateral in good order and repair and Grantor will not use the same Collateral in violation of law or any policy of insurance thereon, (e) the Guarantor Grantor will permit the Collateral Agent, or its designee, to inspect the Collateral Collateral, wherever located, at any reasonable time during normal business hourshours upon prior notice, wherever located, (f) the Guarantor Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this AgreementAgreement other than any taxes contested in good faith and for which appropriate reserves have been established by the Grantor, (g) the Guarantor Grantor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions as permitted by the Credit Purchase Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Each Company further covenants with the Agent Secured Parties as follows: (a) the Collateral, to the extent not delivered to the Collateral Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection CertificateCertificate (other than inventory held at new store locations arising after the date of the most recent Perfection Certificate delivered pursuant to Section 5 hereof) and, except as otherwise permitted under the same may be amended from time to time as herein provided, terms of the Credit Agreement and the Guarantor Note Purchase Agreement, no Company will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAgent, (b) except for the security interest herein granted and Permitted LiensLiens permitted by the Credit Agreement and the Note Purchase Agreement, the Guarantor each Company shall be the owner of, or have other rights in or power to transfer, of the applicable Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor such Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentCollateral Agent or any of the Lenders, (c) the Guarantor Companies shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Collateral Agent, except for Permitted LiensLiens permitted by the Credit Agreement and the Note Purchase Agreement, (d) the Guarantor each Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor each Company will permit the Collateral Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, and (f) the Guarantor no Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales of inventory in the ordinary course of business and dispositions permitted by the Credit Agreement and the Note Purchase Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, physical US Collateral will be kept at those locations listed on the Perfection Certificate, as address of the same may be amended from time to time as herein providedBorrower set forth above, and the Guarantor Borrower will not remove the Collateral from such locations location, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) Lender; legal title to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of all worldwide collateral is held at the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, ’s corporate address as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, set forth above; (b) except for the security interest herein granted and Permitted Liens, the Guarantor Borrower shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Borrower shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein in this Agreement adverse to the AgentLender, (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensLender, (d) the Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Borrower will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever locatedtime, (fe) the Guarantor Borrower will pay promptly or cause to be paid when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this AgreementAgreement (not including those taxes, (g) the Guarantor will continue to operate its business assessments, charges or levies which are being diligently contested in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amendedgood faith and by appropriate proceedings, and with all applicable provisions such contest operates to suspend collection of federalsuch contested taxes, state assessments, charges and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (hlevies) the Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (if) with each annual Compliance Certificate delivered by Borrower pursuant no transfer or license to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, Intellectual Property will be made without limitation, any new locations at which any Collateral is located.Xxxxxx’s prior written consent

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Investor as follows: (a) the Collateral, to the extent not delivered to the Agent Investor pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement§4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessInvestor, (b) except for the security interest herein granted and Permitted Liens, the Guarantor Company shall be the owner of, of or have other rights in or power to transfer, transfer the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentInvestor, (c) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Investor except for Permitted Liens, (d) the Guarantor Company will keep the Collateral in good order and repair repair, with reasonable wear and tear accepted, and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Company will permit the AgentInvestor, or its designee, to inspect the Collateral at any reasonable time during normal regular business hours, hours wherever located, (f) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, other than those being contested in good faith (g) the Guarantor Company will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substancessubstances other than those violations that will not have a material adverse effect on the Company, (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, dispositions permitted by the Credit AgreementPurchase Agreement and consistence with past practices, and (i) with each annual Compliance Certificate delivered the Company shall not file a correction statement relating to the Collateral or to any financing statement or fixture filing filed by Borrower pursuant the Investor without the Investor’s prior written consent, (j) if the Company is a corporation, limited liability company, limited partnership or other registered organization the Company shall, at its expense, furnish to Section 6.02(a) Investor a certified copy of the Credit AgreementCompany’s organization documents verifying its correct legal name or, at Investor’s election, shall permit the Investor to obtain such certified copy at the Company’s expense; and (k) from time to time, at Investor’s election, the Guarantor Investor may obtain a certified copy of the Company’s organization documents and a search of such Uniform Commercial Code filing offices as it shall cause Borrower deem appropriate, at the Company’s expense, to provide any information updating verify the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedCompany’s compliance with the terms of this Agreement.

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, and the Guarantor Borrower will not remove the Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent Lender except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor Borrower or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), ; provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, or (iii) motor vehicles, vehicles or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liens, the Guarantor Borrower shall be the owner of, or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Borrower shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Lender except for Permitted Liens, (d) the Guarantor Borrower will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Borrower will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, (f) the Guarantor Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor Borrower will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) 6.02 of the Credit Agreement, the Guarantor Borrower shall cause Borrower to provide any information updating the Perfection Certificate, including, including without limitation, limitation any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit AgreementSECTION 4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, SCHEDULE 9(a) and the Guarantor Borrower will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent Lender, except (i) to another location listed on the Perfection Certificate, for Collateral sold or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, used in the ordinary course of business, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Credit Agreement, the Guarantor Borrower shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Borrower shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any a security interest, lien or other encumbrance interest in the Collateral in favor of any person other than the Agent, Lender except for Permitted Liensliens permitted by the Credit Agreement, (d) the Guarantor Borrower will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Borrower will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, upon prior written notice, wherever located, (f) the Guarantor Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this AgreementAgreement unless contested in good faith and Borrower has adequately reserved for the contested taxes, assessments, penalties or other charges, (g) the Guarantor Borrower will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales of inventory and licenses of general intangibles in the ordinary course of business and (ii) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices and permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with --------------------------------------- the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Debtor's principal place of business and the Guarantor Debtor will not remove the Collateral from such locations locations, without providing at least fifteen (15) thirty days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Note, the Guarantor Debtor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensSecured Party, (d) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by therein, without the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) prior written consent of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedSecured Party.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Collateral Information Certificate and the Guarantor Company will not remove the Collateral from such locations locations, except in the ordinary course of business, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessLender, (b) except for the security interest herein granted and Permitted Liens, the Guarantor Company shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Lender except for Permitted Liens, (d) the Guarantor Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Company will permit the AgentLender, or its designeeany designee thereof, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, except for taxes, assessments, charges and levies contested in good faith and for which reserves have been placed on the books of the Company, provided, the Company will pay all such taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to forclose any lien that may have attached as a security therefor, (g) the Guarantor Company will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, except where the failure to do so would not have a MAE, and (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by (i) sales and leases of inventory and licenses of general intangibles in the Credit Agreementordinary course of business, and (iii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement§4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessLender, (b) except for the security interest herein granted granted[ and Permitted Liensliens permitted by the Credit Agreement], the Guarantor Company shall be the owner of, of [or have other rights in or power to transfer, in] the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the AgentLender[, except for Permitted Liensliens permitted by the Credit Agreement], (d) the Guarantor Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) [as provided in the Guarantor Credit Agreement,] the Company will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Company will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for for[ (i)] sales[ and leases] of inventory[ and licenses of general intangibles] in the ordinary course of business[ and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices][dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located].

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAgent, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Credit Agreement, the Guarantor Company shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent, (c) the Guarantor Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Agent except for Permitted Liensliens permitted by the Credit Agreement, (d) the Guarantor Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Company will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor Company will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) sales of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Schedule A and the Guarantor Debtor will not remove the move any Collateral from such locations without providing at least fifteen (15) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, permitted in the ordinary course of businessLoan Agreement, (b) except for the security interest herein granted in this Agreement and other Permitted Liens, the Guarantor Debtor shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lienperson, Lien, security interest interest, or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage mortgage, or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in Lien with respect to the Collateral in favor of any person other than the Agent, except for Permitted Liens, (d) the Guarantor Debtor will keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect and audit the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges charges, and levies upon the Collateral according to the terms of the Loan Agreement or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtor will continue apply for all subsidies, price support payments, guaranty payments, and other payments of any kind available to operate its business the Debtor under any federal, state, or local governmental program relating to the Debtor’s operations conducted and as applied for by the Debtor in compliance in accordance with past practices, will file for all material respects with all applicable provisions tax credits and deductions available for any of the federal Fair Labor Standards Act, as amendedforegoing, and with all applicable provisions of federalwill take no action, state or omit to take any action, which would preclude or jeopardize in any manner the Debtor’s ability to participate in any such payments, programs, tax credits, or deductions, and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor Debtor will not sell discount, factor, sell, or otherwise dispose, or offer to sell or otherwise dispose, of any of the Collateral Collateral, including, but not limited to, instruments, general intangibles, tangible or electronic chattel paper, promissory notes, and/or accounts, or any interest therein except for dispositions permitted by the Credit Agreement, and (i) sales and leases of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with each annual Compliance Certificate delivered by Borrower pursuant to past practices; provided, however, that permitted sales under this Section 6.02(a) of are also permitted under the Credit Loan Agreement. In the event that such sales are not permitted under the Loan Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedthen such sales are also not permitted under this Agreement. 10.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Debtor's principal place of business and the Guarantor Debtor will not remove the Collateral from such locations locations, without providing at least fifteen (15) thirty days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Debtor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensSecured Party, (d) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein therein, except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) sales of inventory in the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedordinary course of business.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, Collateral will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not (except for obsolete Collateral disposed of and/or otherwise substituted by the Lender) remove the Collateral from such locations location, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessLender, (b) except for the security interest herein granted granted, existing liens in favor of the Lender and the Permitted Liens, the Guarantor Company shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) except for the Guarantor Permitted Liens, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any a security interest, lien or other encumbrance interest in the Collateral in favor of any person other than the Agent, except for Permitted LiensLender, (d) the Guarantor Company will keep the Collateral in good order throughout its useful life, reasonable wear and repair tear excepted, and will not knowingly use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Company will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hourshours upon reasonable advance notice, wherever located, (f) subject to the Guarantor provisions of the Loan Agreement, the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor Company will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) in violation of the Credit terms of the Loan Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Company and each Guarantor further covenants covenant with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreementsection 4, will be kept at those locations listed on the Perfection Certificate, as Certificates and neither the same may be amended from time to time as herein provided, and the Company nor any Guarantor will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessLender, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Credit Agreement, the Company or a Guarantor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Company and such Guarantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentLender, (c) neither the Company nor any Guarantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Lender except for Permitted Liensliens permitted by the Credit Agreement, (d) the Company and each Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Company and each Guarantor will permit the AgentLender, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Company or each Guarantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Company and each Guarantor each will continue to operate its respective business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) neither the Company nor any Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by sales of inventory in the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) ordinary course of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedbusiness.

Covenants Concerning Collateral, Etc. The Guarantor Each Grantor further covenants with the Agent Secured Parties as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to Section 4 hereof or disposed of as permitted by Section 6.06 of the Credit Agreement, will be kept at those locations listed on the such Grantor's Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor such Grantor will not remove the Collateral from such locations without providing at least fifteen thirty (1530) days prior written notice to the Administrative Agent except to (i) to another location listed on the such Grantor's or any other Grantor's Perfection Certificate, Certificate or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, a Grantor that is located within the United States but not listed on the any Grantor's Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), ; provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business5,000,000, (b) except for (i) the security interest herein granted and Permitted Liens(ii) the Liens permitted by the Credit Agreement, the Guarantor such Grantor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor such Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentAdministrative Agent or any of the other Secured Parties, (c) the Guarantor such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in in, or claim by any person to to, the Collateral, or any security interest, lien or other encumbrance Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the UCC or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Agent, Administrative Agent except for Permitted Liensthe Liens permitted by the Credit Agreement, (d) subject to Section 5.04 of the Guarantor Credit Agreement, such Grantor will keep the Collateral material to the conduct of its business in good order and repair and will not use the same in violation compliance in all material respects with all Requirements of law or Law and any policy of insurance thereon, (e) subject to Section 5.06 of the Guarantor Credit Agreement, such Grantor will permit the Administrative Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) except as provided in Section 5.09 of the Guarantor Credit Agreement, such Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor such Grantor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (hhe) the Guarantor such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions expressly permitted by Sections 6.04 or 6.06 of the Credit Agreement, (i) except in order to secure the Secured Obligations or as otherwise expressly permitted by the Credit Agreement, such Grantor will not incur or permit to exist any Lien on any Excluded Inventory and (ij) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) 5.01 of the Credit Agreement, the Guarantor shall cause Borrower to Company shall, on behalf of itself and each other Grantor, provide any information updating the each Grantor's Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Company further covenants with the Agent Lender as follows: (a) the Collateral, to the extent not delivered to the Agent Lender pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Company will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessLender, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Credit Agreement, the Guarantor Company shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any lienlie n, security interest or other encumbrance, and the Guarantor Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests intere sts therein adverse to the AgentLender, (c) the Guarantor Company shall not pledgepledge , mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any a security interest, lien or other encumbrance int eres t in the Collateral in favor of any person other than the Agent, Lender except for Permitted Liensliens permitted by the Credit Agreement, (d) the Guarantor Company will keep the Collateral in good order and repair and will not use the same in violation of law oflaw or any policy of insurance thereon, (e) as provided in the Guarantor Credit Agreement, the Company will permit the AgentLender , or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever locatedlocated , (ft) the Guarantor Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Company will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or . disposal of hazardous materials or substances, and (h) the Guarantor Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) sales of inventory in the ordinary course of business and (ii) so long as no Event of Defa ult has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with ------------------------------------ the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Debtor will not remove the Collateral from such locations locations, without providing at least fifteen (15) thirty days prior written notice to the Agent Secured Party; (b) the Debtor shall use the Collateral exclusively in connection with Debtor's conduct of mining, leaching and processing operations located at the Mesquite Mine in Imperial County, California, and in connection with the marketing and sale of products derived therefrom, except (i) to another location listed on the Perfection Certificateextent necessary to use the Collateral in other locations in connection with such operations, marketing and sales, or except as permitted by the Facility Agreement; (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of business, (bc) except for the security interest herein granted and Permitted Liensliens permitted by the Facility Agreement, if any, the Guarantor Debtor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent, Secured Party; (cd) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the AgentSecured Party, except for Permitted Liensliens permitted by the Facility Agreement, if any; (de) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon; (f) as provided in the Facility Agreement, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, ; (fg) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, ; (gh) the Guarantor Debtor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, ; and (hi) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales of inventory and licenses of general intangibles in the ordinary course of business, and (ii) so long as no Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices, and any other dispositions permitted by the Credit Facility Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is located.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement, Collateral will be kept at those locations listed the Debtor’s place of business on the Perfection CertificateSt. Croix, as the same may be amended from time to time as herein provided, U.S. Virgin Islands and the Guarantor Debtor will not remove the Collateral from such locations location, without providing at least fifteen (15) thirty days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Debtor shall be the owner of, of or have other rights in or power to transfer, the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, except for Permitted LiensSecured Party, (d) the Guarantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (fe) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (gf) the Guarantor Debtor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state Territory and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (hg) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedtherein.

Covenants Concerning Collateral, Etc. The Guarantor Borrowers further covenants covenant with the Lenders and the Administrative Agent as follows: (a) the Collateral, to the extent not delivered to the Administrative Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreementss.6, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Borrowers will not remove the Collateral from such locations locations, without providing at least fifteen (15) 30 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAdministrative Agent, (b) except for the security interest herein granted and Permitted Liensgranted, the Guarantor Borrowers shall be the owner of, or have other rights in or power to transfer, owners of the Collateral free from any right or claim of any other person or any lien, security interest or other encumbranceLien, and the Guarantor Borrowers shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentAdministrative Agent or any of the Lenders, (c) the Guarantor Borrowers shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance Lien in the Collateral in favor of any person person, other than the Agent, except for Administrative Agent and the Permitted Liens, (d) the Guarantor Borrowers will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Guarantor will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, (f) the Guarantor Borrowers will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, Agreement and (gf) the Guarantor Borrowers will continue to operate its operate, their business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. No sale of Inventory shall be on consignment, (h) the Guarantor will not sell or otherwise disposeapproval, or offer to sell or otherwise disposeunder any other circumstances such that, with the exception of the Collateral or any interest therein except for dispositions permitted Borrowers' customary return policy applicable to the return of inventory purchased by the Credit AgreementBorrowers' retail customers in the ordinary course, and (i) such Inventory may be returned to the Borrowers without the consent of the Administrative Agent. The Borrowers may grant such allowances or other adjustments to the Borrowers' account debtors as the Borrowers may reasonably deem to accord with each annual Compliance Certificate delivered by Borrower sound business practice, PROVIDED, HOWEVER, the authority granted the Borrowers pursuant to this Section 6.02(a) of 8.15 may be limited or terminated by the Credit Agreement, Administrative Agent at any time in the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedAdministrative Agent's reasonable discretion.

Covenants Concerning Collateral, Etc. The Guarantor Borrower further covenants with the Banks and the Agent as follows: (a) the Collateral, to the extent not delivered to the Agent pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement§4, will be kept at those locations listed on the Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Borrower will not remove the Collateral from such locations locations, without providing at least fifteen thirty (1530) days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessAgent, (b) except for the security interest herein granted and Permitted Liens, the Guarantor Borrower shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person Person or any lien, security interest or other encumbranceLien, and the Guarantor Borrower shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the AgentAgent or any of the Banks, (c) the Guarantor Borrower shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person Person, or become bound (as provided in Section 9-203 (d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any Person as secured party, other than the Agent for the benefit of the Banks and the Agent, except for Permitted Liens, (d) the Guarantor Borrower will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Guarantor Credit Agreement, the Borrower will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Borrower will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Guarantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Guarantor Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales of Collateral in the ordinary course of business and dispositions permitted by the Credit AgreementLoan Documents, and (ih) with each annual Compliance Certificate delivered by the Borrower pursuant will exercise any and all voting and/or other consensual rights and powers inuring to Section 6.02(a) an owner of the Credit AgreementCollateral owned or held by it or on its behalf, or any part thereof, for a purpose consistent with the Guarantor shall cause terms of this Agreement and the other Loan Documents; provided, however, that the Borrower will not exercise any such right if the result thereof would (x) materially and adversely affect the rights inuring to provide a holder of the Collateral or the rights and remedies of the Agent or the Banks under this Agreement or any information updating other Loan Document or the Perfection Certificateability of the Agent or the Banks to exercise the same, including, without limitation, any new locations and (y) be inconsistent with Borrower’s usual and customary proxy voting procedures in effect at which any Collateral is locatedsuch time.

Covenants Concerning Collateral, Etc. The Guarantor Debtor further covenants with the Agent Secured Party as follows: (a) the Collateral, to the extent not delivered to the Agent Secured Party pursuant to Section 4 hereof or disposed of as permitted by the Credit Agreement4, will be kept at those locations listed set forth on the Perfection Certificate, as the same may be amended from time to time as herein provided, Schedule “9” hereto and the Guarantor Debtor will not remove the Collateral from such locations locations, without providing at least fifteen (15) thirty days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or (ii) to another location of the Guarantor or one of its Subsidiaries or one of the other Subsidiaries of the Borrower, in each case, that is located within the United States but not listed on the Perfection Certificate, as amended from time to time (any such location, an “Unlisted Location”), provided, that the aggregate value of the Collateral located at such Unlisted Location shall not exceed $1,000,000, (iii) motor vehicles, or (iv) the removal of Collateral for up to thirty (30) days to repair such Collateral, in each case, in the ordinary course of businessSecured Party, (b) except for the security interest herein granted and Permitted Liensliens permitted by the Credit Agreement, the Guarantor Debtor shall be the owner of, or have other rights in or power to transfer, of the Collateral free from any right or claim of any other person or any person, lien, security interest or other encumbrance, and the Guarantor Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the AgentSecured Party, (c) the Guarantor Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Agent, Secured Party except for Permitted Liensliens permitted by the Credit Agreement, (d) the Guarantor Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Guarantor Credit Agreement, the Debtor will permit the AgentSecured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hourstime, wherever located, (f) the Guarantor Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Guarantor Debtor will continue to operate operate, its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Guarantor Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and (i) sales of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection Certificate, including, without limitation, any new locations at which any Collateral is locatedpast practices.