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 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 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 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 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 Except as permitted or provided otherwise in the Notes and the other Loan Documents, the Maker further covenants and agrees with the Collateral Agent as follows: : (ai) 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, Schedule 1 and the Guarantor Maker will not remove the Collateral from such locations locations, without providing at least fifteen (15) 20 days prior written notice to the Agent except (i) to another location listed on the Perfection Certificate, or Collateral Agent; (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 Liensother liens and security interests permitted by the Notes and the other Loan Documents, the Guarantor Maker shall be the owner of, or have other rights in or power to transferin, the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor shall Maker shall, at its own expense, 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; (iii) except as permitted under the Notes and the other Loan Documents, (c) the Guarantor Maker shall not pledge, mortgage or create, or suffer to exist any right of any person Lien (as defined in or claim by any person to the Notes) on the Collateral, or and the Maker shall not permit any of the Collateral to be levied upon under any legal process; (iv) the Maker shall not permit any Collateral to become an accession to any property as to which the Collateral Agent does not have a first priority security interest, lien ; (v) the Maker shall not file or other encumbrance authorize or permit to be filed in any jurisdiction any financing statement relating to any of the Collateral in favor of naming any person secured party other than the Collateral Agent, except for Permitted Liens, ; (dvi) the Guarantor will Maker will, at its own expense, keep the Collateral in good order and repair (ordinary wear and tear excepted) and the Maker will not use the same any Collateral in material violation of law or any policy of insurance thereon, thereon and will not permit anything to be done that may materially impair the value of any Collateral or the security intended to be afforded thereby; (evii) the Guarantor Maker will permit the Collateral Agent, or its designee, 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, the foregoing shall be permitted only to the extent permitted under the Notes; (fviii) the Guarantor will pay promptly when due all taxesMaker will, assessmentsat its own expense, 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, in each case except to the extent noncompliance would not reasonably be expected to have a Material Adverse Effect on the Collateral or the Collateral Agent’s ability to realize thereon; and (hix) the Guarantor Maker 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 permitted by under the Credit Agreement, and (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(a) of Notes or 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 locatedother Loan Documents.

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 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 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 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 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 Secured Party; (ib) 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 Debtor shall use the Collateral exclusively in connection with Debtor’s development of mining operations located at such Unlisted Location shall not exceed $1,000,000in XxXxxxxx and Xxxxxxxx Counties, New Mexico; (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 dispositions permitted by the Credit Agreement, and a Disposal (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(awhich is not a Disposal of a Project Asset) of an asset which is sold in the Credit ordinary course of ordinary business and at market value where the aggregate of assets sold by all Transaction Parties in the preceding 12 month period is less than US$250,000. The capitalized terms used in this clause 9(i) above have the same meaning as given to those terms in the Facility 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 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 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 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 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 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.

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 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 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 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 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 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 Each of the Grantors further covenants with the Agent Secured Party as follows: : (a) the Collateraltangible equipment or inventory constituting Collateral owned by the Grantor, 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 Grantor’s Perfection Certificate, as the same may be amended from time to time as herein provided, Certificate and the Guarantor Grantor will not remove the such Collateral from such locations locations, without providing at least fifteen thirty (1530) days days’ prior written notice to the Agent except (with the exception of (i) to another location listed on the Perfection Certificate, or (ii) to another location movement of inventory sold by 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, Grantor in the ordinary course of businessthe Grantor’s business and (ii) movement of such equipment or inventory within the United States among Grantors or Affiliates of Grantors, the value of which does not exceed in any one instance $50,000); (b) except for the security interest herein granted and Permitted LiensLiens permitted by the Credit Agreement, the Guarantor Grantor shall be the owner of, or have other rights in or power to transfer, own the Collateral pledged by it free from any right or claim of any other person Person or any lienLiens, and such Grantor shall defend title to the Collateral pledged by it hereunder and the security interest or other encumbrance, therein and the Guarantor shall defend Lien thereon granted to the same Agent against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Agent, Agent (other than Contested Liens); (c) the Guarantor Grantor 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 CollateralCollateral owned by it, or any security interest, lien or other encumbrance in Lien on the Collateral owned by it in favor of any person Person, other than the Agent, except for Permitted Liens, Liens permitted by the Credit Agreement; (d) the Guarantor Grantor will keep the Collateral in good order and repair repair, ordinary wear and tear excepted, and will not use the same in violation of law or any policy of insurance thereon, to the extent required by the Credit Agreement; (e) the Guarantor Grantor will permit the Agent, or its designee, upon reasonable prior written notice, to inspect the Collateral owned by it at any reasonable time during normal business hours, wherever located, to the extent and subject to the conditions provided in the Credit Agreement; (f) the Guarantor Grantor will pay promptly when due or apprised of all taxes, assessments, governmental charges and levies upon the Collateral owned by it or incurred in connection with the use or operation of the Collateral owned by it or incurred in connection with this Agreement, (g) except for such taxes, assessments and governmental charges being contested by the Guarantor will continue to operate its business Grantor in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amendedgood faith, 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 as 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 Grantors further covenants covenant 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 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 interest, or other encumbrance, and the Guarantor Grantors shall use all commercially reasonable efforts to 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 Grantors 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 a security interest, lien or other encumbrance interest in the Collateral in favor of any person other than the Agent, except for Permitted LiensSecured Party, (dc) the Guarantor Grantors 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 will permit the Agent, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, (f) the Guarantor Grantors will 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, (e) the Grantors will not license any of the Collateral or grant any other right or permission to use any of the Collateral, (f) the Grantors will not grant any covenant not to xxx or immunity from suit on any of the Collateral; (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 Grantors will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein; (h) the Grantors will promptly notify the Secured Party of the existence of any new Patents, Patent Applications or Trademarks in the United States not identified on Schedules I or II hereto so that the Secured Party may further perfect its security interest therein except for dispositions permitted by by, inter alia, recording its security interest therein with the Credit Agreement, United States Patent and Trademark Office or with any state; and (i) with each annual Compliance Certificate delivered by Borrower pursuant at their expense, the Grantors will perform all acts and execute all documents necessary to Section 6.02(a) maintain the existence of the Credit Agreement, the Guarantor shall cause Borrower to provide any information updating the Perfection CertificateCollateral as valid and subsisting, including, without limitation, (x) the prosecution of each Patent Application to issuance unless all claims therein have been finally rejected by the Patent Office and, after consultation with the Secured Party, the Grantors determine in their reasonable business judgment that further prosecution is unlikely to secure allowance of any new locations at which finally rejected claim, (y) the payment of all maintenance fees on each Patent, and (z) the filing of any Collateral is locatedrenewal affidavits and applications for each registered Trademark, subject to cessation of use, as determined by the Grantors in their reasonable business judgment.

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 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 Debtor further covenants with Secured Party as follows except to the Agent as followsextent that failure to do so would not cause a Material Adverse Change: (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 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 Secured Party, (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 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 AgentSecured Party, 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 AgentSecured Party, 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 Secured Party (or by Secured Party’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 Secured Party and is not to be construed as a representation by Secured Party 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 Secured Party 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 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 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 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.

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 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 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 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 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 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 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 Debtors further covenants covenant with the Agent Secured Party as follows: (a) : 9.1 the Collateral, to the extent not in the possession of the Secured Party (as defined in the First Lien Security Agreement) or not delivered to the Agent pursuant to Secured Party and except as contemplated in Section 4 hereof or disposed of as permitted by the Credit Agreement9.8 hereof, will be kept at those locations listed on the Perfection Certificate000 Xxxxxx Xxxx, as the same may be amended from time to time as herein providedXxxxxxxx, Xxxxx 00000, and the Guarantor no 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 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 (than 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 sold in the ordinary course of business) from such locations, without the prior written consent of Secured Party (b) which consent shall be given in Secured Party’s sole discretion); 9.2 except for the security interest herein granted and Permitted Liensliens disclosed on Schedule I, the Guarantor Debtors shall be the owner of, owners 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 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 Agent, (c) the Guarantor Secured Party; 9.3 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, Secured Party except for Permitted Liens, (d) the Guarantor liens disclosed on Schedule I; 9.4 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 ; 9.5 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 ; 9.6 Debtors will 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, (g) the Guarantor ; 9.7 Debtors will continue to operate its operate, their business in compliance in all material respects with all applicable provisions provision of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state state, and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials material or substances, (h) the Guarantor ; and 9.8 Debtors will not sell or otherwise disposedispose of, or offer to sell or otherwise disposedispose of, 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 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 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 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 Secured Party; (ib) 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 Debtor shall use the Collateral exclusively in connection with Debtor’s development of mining operations located at such Unlisted Location shall not exceed $1,000,000in Cibola County, New Mexico; (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 dispositions permitted by the Credit Agreement, and a Disposal (i) with each annual Compliance Certificate delivered by Borrower pursuant to Section 6.02(awhich is not a Disposal of a Project Asset) of an asset which is sold in the Credit ordinary course of ordinary business and at market value where the aggregate of assets sold by all Transaction Parties in the preceding 12 month period is less than US$250,0000. The capitalized terms used in clause 9(i) above have the same meaning as given to those terms in the Facility 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 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 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 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 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 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 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 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 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 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 Borrower further covenants and agrees with the Agent Lender as follows: follows for so long as the Credit Agreement is in effect: (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 Credit Agreement, the Guarantor Borrower shall be the owner of, or have other rights in or power to transfer, own the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Guarantor shall Borrower shall, at its own expense, 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; (cb) 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 Liensliens expressly permitted by the Credit Agreement, and the Borrower shall not permit any of the Collateral to be levied upon under any legal process; (c) the Borrower shall not file or authorize or permit to be filed in any jurisdiction any financing statement relating to any of the Collateral naming any secured party other than the Lender; (d) the Guarantor will keep Borrower will, at its own expense, deliver and pledge to the Lender, endorsed or accompanied by instruments of assignment or transfer satisfactory to the Lender, any instruments or documents constituting or evidencing Collateral in good order and repair and will not use which the same in violation of law or any policy of insurance thereon, Lender may reasonably specify; (e) the Guarantor will permit Borrower will, at its own expense, take any action which the AgentLender may reasonably deem necessary or useful in order to create, preserve, perfect, extend, modify, terminate or otherwise affect any security interest granted pursuant to this Security Agreement or to enable the Lender to exercise or enforce any of its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located, rights hereunder; (f) the Guarantor will pay promptly when due all taxesBorrower will, assessmentsat its own expense, governmental charges keep and levies upon stamp or otherwise xxxx any of its documents or instruments and its books and records relating to any of the Collateral in such manner as Lender may reasonably require; (g) the Borrower will, at its own expense, pay or reimburse the Lender in the amount of all expenses (including without limitation reasonable fees and expenses of attorneys and experts) incurred in any way in connection with the use exercise, defense or operation assertion of any rights or interest of the Lender hereunder, the enforcement of any provisions hereof, or the collection, possession, disposition or enforcement of any of the Collateral or incurred in connection with this Agreement, (g) the Guarantor will continue all such expenses 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, be Secured Obligations hereunder); (h) the Guarantor Borrower will not sell sell, factor or otherwise dispose, or offer to sell sell, factor or otherwise dispose, of any of the Collateral or any interest therein except for dispositions permitted by the Credit Agreement, and Collateral; and (i) with each annual Compliance Certificate delivered by the Borrower pursuant to Section 6.02(a) of will not in any way amend, modify, restate or terminate the Credit Management 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.