Common use of Covenants Concerning Collateral, Etc Clause in Contracts

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders as follows: (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. (b) Except for the security interest herein granted and liens permitted by the Transaction Documents: (1) the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the 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 Lenders. (c) The Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. (e) The Company will permit the Lenders, or its designee, to inspect the Collateral (wherever located) at any reasonable time. (f) The Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company will continue to operate its business in compliance 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 Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Note. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Lenders Secured Party as follows: : (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. (b) Except for the security interest herein granted and liens permitted by the Transaction Documents: (1) the Company is and granted, Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbranceencumbrance other than Permitted Liens, and (2) the Company 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 Lenders. Secured Party other than Permitted Liens, (cb) The Company Debtor shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person person, other than the Lenders except for liens permitted by the Transaction Documents. Secured Party or with respect to Permitted Liens, (dc) The Company Debtor will keep the Collateral in good order and repair order, (reasonable wear and tear exceptedd) and will not use the same in violation of law or any policy of insurance thereon. (e) The Company Debtor will permit the Lenders, or its designee, Secured Party to inspect the Collateral (wherever located) at any reasonable time. , wherever located, provided that so long as no Event of Default has occurred and is continuing, Secured Party shall not inspect the Collateral more than one time per fiscal year of Debtor, (fe) The Company 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which unless any of the same are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). faith, (gf) The Company Debtor will continue to operate operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, federal and state and local statutes and ordinances dealing with the environment, preservation or reclamation of natural resources, the control, shipment, storage or disposal of hazardous materials or substances. , or heath and safety matters, in each case, except to the extent any non-compliance could not reasonably be expected to result in a Material Adverse Change and (hg) The Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, and licenses of general intangibles, inventory in the ordinary course of the Company’s business and business, (2ii) sales or other dispositions of obsolescent obsolete items of equipment Collateral and/or items of Collateral that are no longer useful in the ordinary course Debtor’s business, (iii) so long as no Event of business consistent with the Company’s past practices except Default has occurred and is continuing, cash dividends and/or distributions to the extent same Parent, and (iv) so long as no Event of Default has occurred and is prohibited by the Notecontinuing, sales or other dispositions of Collateral having an aggregate value not to exceed $5,000,000 in any fiscal year of Debtor. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Lenders Secured Party (as collateral agent for the Banks) as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Secured Party pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, A and the Company Debtor will not remove the move any Collateral from such locations (except for the sale of Inventory to any location not shown in the ordinary course of the Company’s business) Schedule A without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Secured Party, which notice shall include the new location, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) Loan Agreement, the Company is and Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Secured Party (as collateral agent for the Banks), (c) The Company the Debtor shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person person, other than the Lenders Secured Party (as collateral agent for the Banks) except for liens permitted by the Transaction Documents. Loan Agreement, (d) The Company the Debtor will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company the Debtor will permit the LendersSecured Party, or its designee, to inspect and audit the Collateral (wherever located) at any reasonable time. , wherever located, according to the terms of the Loan Agreement, (f) The Company the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral according to the terms of the Loan Agreement or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company the Debtor will continue to operate operate, its business in compliance 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 Company the Debtor will apply for all subsidies, price support payments, guaranty payments and other payments of any kind available to the Debtor under any federal, state or local governmental program relating to the use of corn to produce ethanol, the production of ethanol, the sale of ethanol and any other activities of the Debtor, will file for all tax credits and deductions available for any of the foregoing, and will take no action, or omit to take any action, which would preclude or jeopardize in any manner the Debtor’s ability to participate in any such payments, programs, tax credits or deductions and (i) the Debtor will not 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 (1i) sales and leases of Inventory, and licenses of general intangibles, inventory in the ordinary course of the Company’s business and (2ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices; provided, however, that permitted sales under this Section are also permitted under the Company’s past practices except to Loan Agreement. In the extent same is prohibited event that such sales are not permitted under the Loan Agreement, then such sales are also not permitted hereunder. In addition, the Debtor will only store grain owned by the Note. (i) The Company will, whenever Debtor not evidenced by a Warehouse Receipt in facilities owned by the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.Debtor at locations set forth on Schedule A.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Lenders Secured Party as follows: : (a) The the Collateral, to the extent it consists of information and documentation relating to Accounts, contracts rights and Documents not delivered to the Lenders Secured Party pursuant to Section 4the terms hereof, will be kept only at those the address of the Debtor set forth on the signature page hereof or other locations listed on Schedule 10 heretoapproved by Lender, and the Company Debtor will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Secured Party, (b) Except except for the security interest herein granted and liens permitted by granted, the Transaction Documents: (1) the Company is and Debtor shall be the owner of or have other rights in the Collateral and the Real Property Rights free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Secured Party, (c) The Company the Debtor shall not pledge, mortgage mortgage, encumber or create, or suffer to exist a lien or security interest in the Collateral or any Real Property Rights in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. Secured Party, (d) The Company the Debtor will keep the Collateral and the real property in which the Debtor has any Real Property Rights in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company the Debtor will permit the LendersSecured Party, or its designee, to inspect the Collateral (wherever located) and the real property in which the Debtor has any Real Property Rights at any reasonable time. , wherever located, (f) The Company the Debtor will pay (or cause to be paid) promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (except for taxesor relating to the real property in which the Debtor has any Real Property Rights, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company the Debtor will continue to operate operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local laws, statutes and ordinances dealing with the controlordinances, shipment, storage or disposal of hazardous materials or substances. (h) The Company the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein or any Real Property Rights, except for (1) sales and leases of Inventory, and licenses of general intangibles, inventory in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Note. business; (i) The Company willthe Debtor will not redeem, whenever purchase, or retire any of the Company acquires capital stock of the Debtor or otherwise possesses declare or pay any significant dividends (other than stock dividends), or material copyrights make any other payment or distribution upon any of the capital stock of the Debtor, (j) the Debtor will not make any investment in, or make any loan or advance to, any person, partnership, or corporation, affiliated with the Debtor or to any officers, stockholders, or directors of the Debtor, and (k) the Debtor will comply at all times with all Land Contracts and all other agreements evidencing or relating to the Collateral or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and dateReal Property Rights.

Covenants Concerning Collateral, Etc. The Company Pledgor further covenants with the Lenders Secured Party as follows: : (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. (b) Except for the security interest herein granted and liens permitted by Permitted Liens, the Transaction Documents: (1) the Company is and Pledgor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbranceLien, and (2) the Company Pledgor 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 Lenders. Secured Party, (cb) The Company except for Permitted Liens, the Pledgor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders except for liens permitted by Secured Party, (c) the Transaction Documents. (d) The Company will Pledgor shall keep the Collateral in good order and repair (reasonable wear and tear excepted) and will shall not use the same in material violation of law Law or any policy of insurance thereon. , ordinary wear and tear excepted, (ed) The Company will the Pledgor shall permit the LendersSecured Party, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (fe) The Company will the Pledgor shall pay promptly when due all material taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (Agreement, except for such taxes, assessments assessments, governmental charges and government charges which levies, if any, as are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books for which adequate reserves therefor have been established in accordance with generally accepted accounting principles). GAAP, (gf) The Company will the Pledgor shall continue to operate its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amendedLaws, and with all applicable provisions of federal, state and local statutes and ordinances dealing with (g) the control, shipment, storage or disposal of hazardous materials or substances. (h) The Company will Pledgor shall not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for other than (1i) sales equipment constituting Collateral sold or otherwise provided to clients by Pledgor pursuant to Booked Orders and leases related Client Statements of InventoryWork, and licenses of general intangibles, in the ordinary course of the Company’s business and or (2ii) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Notepractices. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Lender as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4, will be kept at those locations that location listed on Schedule 10 heretoin the preamble of the Subordinated Loan Agreement, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) location without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender; (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) Subordinated Loan Agreement, the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the 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 Lenders. Lender; (c) The the Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by the Transaction Documents. Subordinated Loan Agreement; (d) The the Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. ; (e) The as provided in the Subordinated Loan Agreement, the Company will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located; (f) The the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). Agreement; (g) The the Company will continue to operate operate, its business in compliance 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 the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Notebusiness. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Borrower further covenants with the Lenders Bank as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Bank pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company Borrower will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Bank, (b) Except except for the security interest herein granted and liens permitted by a Credit Agreement, the Transaction Documents: (1) the Company is and Borrower shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Bank, (c) The Company the Borrower shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. Bank, (d) The Company the Borrower will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company the Borrower will permit the LendersBank, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The Company the 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 such Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company the Borrower will continue to operate operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, Act as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. , and (h) The Company the Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases the sale of Inventory, and licenses of general intangibles, inventory in the ordinary course of business. In the Company’s business and (2) sales or other dispositions event of obsolescent items of equipment any inconsistency between the covenants made in the ordinary course Intellectual Property Security Agreement, dated as of business consistent the date hereof, between the Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”), with the Company’s past practices except respect to the extent same is prohibited by Borrower’s Copyrights, Trademarks and Licenses (as such terms are defined in the NoteIP Security Agreement), and those covenants made in this Security Agreement with respect to that portion of the Collateral consisting of such Copyrights, Trademarks and Licenses, the covenants set forth in the IP Security Agreement shall prevail with respect to such inconsistency. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Borrower further covenants with the Lenders Lender as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, the address of Real Estate which is subject to the Mortgage and the Company Borrower will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) the Company is and shall Credit Agreement, Borrower will be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company shall Borrower will defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Lenders. Lender, (c) The Company shall Borrower will not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by the Transaction Documents. Credit Agreement, (d) The Company Borrower will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company Borrower will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The Company 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 such Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company Borrower will continue to operate its business in compliance 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 Company Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, inventory and licenses of general intangibles, intangibles in the ordinary course of the Company’s business and (2ii) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited and permitted by the NoteCredit Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Lenders Secured Party as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Secured Party pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, A and the Company Debtor will not remove the move any Collateral from such locations (except for the sale of Inventory as permitted in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Loan Agreement, (b) Except except for the security interest herein granted and liens permitted by other Permitted Liens, the Transaction Documents: (1) the Company is and Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Secured Party, (c) The Company the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor any right of any person other than in or claim by any person to the Lenders Collateral, or any Lien with respect to the Collateral except for liens permitted by the Transaction Documents. Permitted Liens, (d) The Company the Debtor will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company the Debtor will permit the LendersSecured Party, or its designee, to inspect and audit the Collateral (wherever located) at any reasonable time. , wherever located, according to the terms of the Loan Agreement, (f) The Company the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral according to the terms of the Loan Agreement or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement Agreement, (except g) the Debtor will apply for taxesall subsidies, assessments price support payments, guaranty payments and government charges which are being contested in good faith and by appropriate proceedings diligently other payments of any kind available to the Debtor under any federal, state or local governmental program relating to the Debtor’s operations conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company past practices, will continue to operate its business in compliance with file for 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 Company the Debtor will not discount, factor, sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Note. (i) The Company willCollateral, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests thereinincluding, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.but not limited 9

Covenants Concerning Collateral, Etc. The Company Each Borrower further ------------------------------------ covenants with the Lenders Lender as follows: (a) The Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4this Agreement, will be kept at those locations listed on Schedule 10 hereto, 1 ---------- attached hereto and the Company Borrower will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the LendersLender. (b) Except for the security interest herein granted and liens Liens permitted by the Transaction Documents: (1) the Company is and Loan Agreement, Borrower shall be the owner of or have other rights in the Collateral free from any lienLien, security interest or other encumbrance, and (2) the Company 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 LendersLender. (c) The Company Borrower shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens Liens permitted by the Transaction DocumentsLoan Agreement. (d) The Company Borrower will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. (e) The Company As provided in the Loan Agreement, Borrower will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time, wherever located. (f) The Company 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles)Agreement. (g) The Company Borrower will continue to operate operate, its business in compliance 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 Company Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, inventory and licenses of general intangibles, intangibles in the ordinary course of the Company’s business and (2) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited practices, and dispositions permitted by the NoteLoan Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Lender as follows: (a) The Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the LendersLender) prior written notice to the LendersLender. (b) Except for the security interest herein granted and liens permitted by pursuant to the Transaction Documents: (1) the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the 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 LendersLender. (c) The Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by or disclosed in the Transaction Documents. (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. (e) . The Company will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. (f) The Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (gh) The Company will continue to operate its business in compliance 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. (hi) The Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the NoteTransaction Documents. (ij) The Company will, whenever shall cause each Subsidiary of the Company acquires in existence on the date hereof, excluding any Subsidiaries that do not have any material assets, and each future Subsidiary shall execute and deliver to Lender promptly and in any event within ten (10) days after the formation, acquisition or change in status thereof (a) a guaranty guaranteeing the Secured Obligations, and (b) if requested by Lender, a security and pledge agreement substantially in the form of this Agreement together with (i) certificates evidencing all of the capital stock of each Subsidiary of and any entity owned by such Subsidiary, (ii) undated stock powers executed in blank with signatures guaranteed, and (iii) such opinion of counsel and such approving certificate of such Subsidiary as Lender may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, or other documents reasonably requested by Lender in order to create, perfect, establish the first priority of or otherwise possesses protect any significant lien purported to be covered by any such pledge and security agreement or material copyrights or any rights or interests therein, provide otherwise to effect the Lenders intent that all property and assets of such Subsidiary shall become Collateral for the Secured Obligations. Schedule 10(j) annexed hereto contains a list thereof, identified (to of all Subsidiaries of the extent applicable) by title, author Company that have material assets of the Company as of the date of this Agreement indicating thereon which such Subsidiaries have material assets and Copyright Office registration number and datewhich such Subsidiaries do not have material assets.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders and the Agent as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Agent pursuant to Section 4Sec.4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Agent; provided however, the Company and the Borrower may remove Collateral with a value of $250,000 in the aggregate each calendar year and shall give notice to the Agent of any such removal as soon as possible thereafter, (b) Except except for the security interest herein granted and liens Liens permitted by the Transaction Documents: (1) Loan Agreement, the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest right or claim of any other encumbranceperson or any Lien, and (2) the 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 or any of the Lenders. , (c) The the Company shall not pledge, mortgage or create, or suffer to exist a security interest any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person person, other than the Lenders Agent except for liens Liens permitted by the Transaction Documents. Loan Agreement, (d) The the Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The as provided in the Loan Agreement, the Company will permit the LendersAgent, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The the Company will continue to operate operate, its business in material compliance 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 the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, inventory and licenses of general intangibles, intangibles in the ordinary course of the Company’s business business, (ii) so long as no Event of Default has occurred and (2) is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited and (iii) dispositions permitted by the NoteLoan Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Guarantor further covenants with the Lenders Lender as follows: (a) The Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company Guarantor will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the CompanyGuarantor’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the LendersLender) prior written notice to the LendersLender. (b) Except for the security interest herein granted and liens permitted by pursuant to the Transaction Documents: (1) the Company Guarantor is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company 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 LendersLender. (c) The Company Guarantor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by or disclosed in the Transaction Documents. (d) The Company Guarantor will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. (e) The Company . Guarantor will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. (f) The Company 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company Guarantor has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (gh) The Company Guarantor will continue to operate its business in compliance 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. (hi) The Company Guarantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the CompanyGuarantor’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the CompanyGuarantor’s past practices except to the extent same is prohibited by the NoteTransaction Documents. (j) Guarantor shall cause each Subsidiary of Guarantor in existence on the date hereof, excluding any Subsidiaries that do not have any material assets, and each future Subsidiary shall execute and deliver to Lender promptly and in any event within ten (10) days after the formation, acquisition or change in status thereof (a) a guaranty guaranteeing the Secured Obligations, and (b) if requested by Lender, a security and pledge agreement substantially in the form of this Agreement together with (i) The Company willcertificates evidencing all of the capital stock of each Subsidiary of and any entity owned by such Subsidiary, whenever (ii) undated stock powers executed in blank with signatures guaranteed, and (iii) such opinion of counsel and such approving certificate of such Subsidiary as Lender may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, or other documents reasonably requested by Lender in order to create, perfect, establish the Company acquires first priority of or otherwise possesses protect any significant lien purported to be covered by any such pledge and security agreement or material copyrights or any rights or interests therein, provide otherwise to effect the Lenders intent that all property and assets of such Subsidiary shall become Collateral for the Secured Obligations. Schedule 10(j) annexed hereto contains a list thereof, identified (to of all Subsidiaries of the extent applicable) by title, author Guarantor that have material assets of the Guarantor as of the date of this Agreement indicating thereon which such Subsidiaries have material assets and Copyright Office registration number and datewhich such Subsidiaries do not have material assets.

Covenants Concerning Collateral, Etc. The Company LLC further covenants with the Lenders Secured Party, as regards the assets of the LLC, as follows: : (a) The as of the date hereof, the tangible Collateral, to the extent not delivered to the Lenders Secured Party pursuant to Section 45, is located only in the states and at the address, as identified on Exhibit B attached hereto and (i) the LLC will not permit any tangible Collateral to be kept at those locations listed on Schedule 10 heretolocated in any state (and, if county filing is required, in any county) in which a financing statement covering such Collateral is required to be, but has not in fact been, filed in order to perfect the Security Interest, and (ii) the Company LLC will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Secured Party, (b) Except for the security interest herein granted and liens permitted except as otherwise previously disclosed to or known by the Transaction Documents: (1) Secured Party, the Company is and LLC shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and (2) the Company LLC 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 Lenders. Secured Party, (c) The Company except as allowed in the Purchase Agreement, the LLC shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. Secured Party, (d) The Company the LLC will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company the LLC will permit the LendersSecured Party, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The Company the LLC 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 such Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company the LLC will continue to operate operate, its business in compliance 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 Company the LLC will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) approved by Secured Party in advance, (ii) sales and leases of Inventory, and licenses of general intangibles, inventory in the ordinary course of the Company’s business and business, (2iii) sales or other dispositions of obsolescent items of equipment replacement in the ordinary course of business consistent with or upon casualty; or (iv) as otherwise allowed herein or in the Company’s past practices except to the extent same is prohibited by the NotePurchase Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Lender as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 44 hereof, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) Credit Agreement, the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the 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 Lenders. Lender, (c) The the Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by the Transaction Documents. Credit Agreement, (d) The the Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The as provided in the Credit Agreement, the Company will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. time with forty-eight (48) hours notice to Company, wherever located, (f) The the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The the Company will continue to operate its business in compliance 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 the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, and licenses of general intangibles, inventory in the ordinary course of the Company’s business and (2ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Notepractices. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Lender as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 44 hereof, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) Credit Agreement, the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the 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 Lenders. Lender, (c) The the Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by the Transaction Documents. Credit Agreement, (d) The the Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The as provided in the Credit Agreement, the Company will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The the Company will continue to operate operate, its business in compliance 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 the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, and licenses of general intangibles, inventory in the ordinary course of the Company’s business and (2ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Notepractices. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Subject in each case to Secured Party’s obligations under the SDASA, the Debtor further covenants with the Lenders Secured Party as follows: : (a) The the Collateral, to the extent it consists of information and documentation relating to Accounts, contracts rights and Documents not delivered to the Lenders Secured Party pursuant to Section 4the terms hereof, will be kept only at those the address of the Debtor set forth on the signature page hereof or other locations listed on Schedule 10 heretoapproved by Lender, and the Company Debtor will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Secured Party, (b) Except except for the security interest herein granted and liens permitted by granted, the Transaction Documents: (1) the Company is and Debtor shall be the owner of or have other rights in the Collateral and the Real Property Rights free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Secured Party except such liens, security interests and encumbrances existing immediately prior to the conveyance of the Solar Assets from Secured Party to Debtor pursuant to the SDASA and continuing thereafter, (c) The Company the Debtor shall not pledge, mortgage mortgage, encumber or create, or suffer to exist a lien or security interest in the Collateral or any Real Property Rights in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. Secured Party, (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. (e) The Company Debtor will permit the LendersSecured Party, or its designee, to inspect the Collateral (wherever located) and the real property in which the Debtor has any Real Property Rights at any reasonable time. , wherever located, (fe) The Company the Debtor will pay (or cause to be paid) promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement or relating to the real property in which the Debtor has any Real Property Rights, (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and f) the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company Debtor will continue to operate operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local laws, statutes and ordinances dealing with ordinances, (g) the control, shipment, storage or disposal of hazardous materials or substances. (h) The Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein or any Real Property Rights, except for (1) sales and leases of Inventory, and licenses of general intangibles, inventory in the ordinary course of the Company’s business business; and (2h) sales the Debtor will comply at all times with all Land Contracts and all other agreements evidencing or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except relating to the extent same is prohibited by the Note. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights Collateral or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and dateReal Property Rights.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Lenders Secured Party as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Secured Party pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, A and the Company Debtor will not remove the move any Collateral from such locations (except for the sale of Inventory as permitted in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Loan Agreement, (b) Except except for the security interest herein granted and liens permitted by other Permitted Liens, the Transaction Documents: (1) the Company is and Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Secured Party, (c) The Company the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor any right of any person other than in or claim by any person to the Lenders Collateral, or any Lien with respect to the Collateral except for liens permitted by the Transaction Documents. Permitted Liens, (d) The Company the Debtor will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company the Debtor will permit the LendersSecured Party, or its designee, to inspect and audit the Collateral (wherever located) at any reasonable time. , wherever located, according to the terms of the Loan Agreement, (f) The Company the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral according to the terms of the Loan Agreement or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement Agreement, (except g) the Debtor will apply for taxesall subsidies, assessments price support payments, guaranty payments and government charges which are being contested in good faith and by appropriate proceedings diligently other payments of any kind available to the Debtor under any federal, state or local governmental program relating to the Debtor's operations conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company past practices, will continue to operate its business in compliance with file for 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 Company the Debtor will not discount, factor, sell or otherwise dispose, or offer to sell or otherwise dispose, of any of the Collateral Collateral, including, but not limited to, instruments, general intangibles, tangible or electronic chattel paper, promissory notes and/or accounts, or any interest therein except for (1i) sales and leases of Inventory, and licenses of general intangibles, inventory in the ordinary course of the Company’s business and (2ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices; provided, however, that permitted sales under this Section are also permitted under the Company’s past practices except to Loan Agreement. In the extent same is prohibited event that such sales are not permitted under the Loan Agreement, then such sales are also not permitted hereunder. In addition, the Debtor will only store grain owned by the Note. (i) The Company will, whenever Debtor not evidenced by a Warehouse Receipt in facilities owned by the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.Debtor at locations set forth on Schedule A.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Secured Party that, except as follows: set forth on the Schedule of Exceptions, the Company shall comply with the following covenants and shall cause each other MTI Company to comply with the following covenants: (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, Collateral will be kept at those locations listed on Schedule 10 heretothe Perfection Certificate completed by the Company and, and subject to Section 3.4 hereof, the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 20 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Secured Party, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: any other security interests in favor of Secured Party, (1i) the Company is and shall be the sole owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, (ii) each MTI Company (other than the Company) shall be the sole owner of its assets which are of a type similar to the Collateral, free from any lien, security interest or other encumbrance, and (2ii) the Company shall defend the same Collateral and such assets against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Lenders. Secured Party, (c) The Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. (e) The each MTI Company will permit the LendersSecured Party, or its designee, upon reasonable notice by Secured Party to the Company, to inspect the Collateral (wherever located) such MTI Company's assets at any reasonable time. time wherever located, (fd) The each MTI Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral its assets or incurred in connection with the use or operation of such Collateral assets or incurred in connection with this Agreement (except for Security Agreement; provided that MTI may defer payment of any taxes, assessments assessments, governmental charges and government charges which are being contested levies, so long as MTI contests such obligations in good faith and by appropriate proceedings, notifies Secured Party in writing of the commencement of any proceedings diligently conducted as are material and the Company has set aside any material developments thereof, and posts a bond or takes any other steps required to keep such obligations from becoming a lien on its books adequate reserves therefor in accordance with generally accepted accounting principles). any assets of any MTI Company, (ge) The each MTI 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 material provisions of foreign, federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. , (hf) The no MTI Company will not sell or otherwise disposedispose of, or offer to sell or otherwise disposedispose of, of the Collateral any of its assets or any interest therein except for (1i) direct sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment Inventory in the ordinary course of business consistent with to non-affiliated third parties, provided that (x) an MTI Company (other than the Company’s past practices except ) may make sales of Inventory to another MTI Company to facilitate sales to end users, and (y) MTI may make sales of Inventory to another MTI Company to facilitate sales to end users, provided such other MTI Company has or will promptly execute and deliver to Secured Party satisfactory security documents with respect to the extent same is prohibited Obligations, (ii) excess or obsolete equipment, and (iii) sales of assets which do not comprise Collateral (or assets of a similar type to the Collateral) by any MTI Company, which when taken together with all such asset sales by any other MTI Company, do not exceed an aggregate of $1,000,000 in any one fiscal year, (g) all sales and other transactions underlying or giving rise to each Account owing to any MTI Company shall fully comply in all material respects with all applicable laws and governmental rules and regulations, (h) the Note. Company shall deliver to Secured Party a monthly report of receivables and collections with respect to each MTI Company, in form and substance reasonably satisfactory to Secured Party, an aged accounts receivable trial balance in such form and at such intervals as Secured Party shall reasonably request, and such other financial and other information as Secured Party shall reasonably request, (i) The if requested by Secured Party, following the occurrence and continuance of an Event of Default, Company willshall furnish Secured Party with copies of all contracts, whenever orders, invoices, and other similar documents, and all original shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to all Accounts owing to each MTI Company, and Company acquires or otherwise possesses warrants the genuineness of all of the foregoing, and (j) in the event any significant or material copyrights or account debtor returns any rights or interests thereinInventory to any MTI Company after the occurrence and during the continuance of any Event of Default, provide such MTI Company shall hold the returned Inventory in trust for Secured Party and immediately notify Secured Party of the return of any Inventory, specifying the reason for such return, the location and condition of the returned Inventory, and on Secured Party's request deliver such returned Inventory to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and dateSecured Party.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Lenders Secured Party as follows: : (a) The the tangible Collateral, to the extent not delivered to the Lenders Secured Party pursuant to Section §4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations locations, without providing at least 30 days prior written notice to Secured Party (except for with the sale exception of Inventory the movement of inventory sold by Debtor and removal and replacement of equipment in the ordinary course of the Company’s Debtor's business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. ), (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) the Company is and granted, Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Secured Party, (c) The Company Debtor shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person person, other than the Lenders except for liens permitted by the Transaction Documents. Secured Party, (d) The Company Debtor will keep the Collateral in good order and repair (reasonable repair, ordinary wear and tear excepted) , and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company Debtor will permit the LendersSecured Party, or its designee, to inspect the Collateral (wherever located) at any reasonable time. time on reasonable advance notice, wherever located, (f) The Company 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 such Collateral or incurred in connection with this Agreement (Agreement, except for such taxes, assessments and government governmental charges which are being contested by Debtor in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). faith, (g) The Company Debtor will continue to operate its business in material compliance 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 Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Notetherein. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Borrower further covenants with the Lenders Lender as follows: (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. (b) Except for the security interest herein granted and liens permitted by the Transaction Documents: Permitted Liens and except as may be specifically set forth in any insurances or entries of a Vessel in a protection and indemnity association, (1x) the Company is and Borrower shall be the owner of or have other rights in the Collateral respecting DBL 78 free from any lien, security interest or other encumbrance and (y) upon the respective delivery dates of each of DBL 28 and DBH 29 to the Borrower by the builder thereof, the Borrower shall be owner of the Collateral respecting DBL 28 and DBH 29 respectively free from any lien, security interest or other encumbrance, in each case, and (2) the Company Borrower shall warrant and defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Lenders. Lender, and shall, at its expense, cause such claim to be waived in writing or otherwise eliminated to the Lender’s satisfaction within 30 days after such claim shall become due and payable (except with respect to DBL 28 and DBL 29 prior to delivery thereof from the Builder to the Borrower), (c) The Company the Borrower shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by Permitted Liens (except with respect to DBL 28 and DBL 29 prior to delivery thereof from the Transaction Documents. Builder to the Borrower), (d) The Company the Borrower will keep the Collateral in good order and repair (reasonable wear except with respect to DBL 28 and tear exceptedDBL 29 prior to delivery thereof from the Builder to the Borrower) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company will permit the Lenders, or its designee, to inspect the Collateral (wherever located) at any reasonable time. (f) The Company 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 such the Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amendedAgreement, and with (f) upon Lender’s request, Borrower will give the Lender notice and copies of all applicable provisions of federalother leases, state and local statutes and ordinances dealing with the control, shipment, storage charters or disposal of hazardous materials or substances. (h) The Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, other agreements in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent nature thereof entered into from time to time with the Company’s past practices except respect to the extent same is prohibited by the NoteVessels and having a term of six (6) months or longer. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Lender as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section §4, will be kept at those locations listed the Company’s address as set forth on Schedule 10 heretopage 1, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) granted, the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the 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 Lenders. Lender, (c) The the Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. Lender, (d) The the Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The the Company will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The the Company will continue to operate operate, its business in compliance 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 the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment inventory in the ordinary course of business consistent with the Company’s past practices except to the extent same so long as no Event of Default has occurred and is prohibited by the Notecontinuing. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Lenders Collateral Agent as follows: (a) The the Collateral, to the extent not delivered to the Lenders Collateral Agent pursuant to Section 4ss.4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Collateral Agent, (b) Except except for the security interest herein granted and liens permitted by Permitted Liens, the Transaction Documents: (1) the Company is and Grantor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Collateral Agent, (c) The Company the Grantor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Collateral Agent except for liens permitted by the Transaction Documents. Permitted Liens, (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and Grantor will not use the same Collateral in violation of law or any policy of insurance thereon. , (e) The Company the Grantor will permit the LendersCollateral Agent, or its designee, to inspect the Collateral (Collateral, wherever located) , at any reasonable time. time during business hours upon prior notice, , (f) The Company the 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being other than any taxes contested in good faith and for which appropriate reserves have been established by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). Grantor, (g) The Company the Grantor will continue to operate operate, its business in compliance 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 Company the Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited as permitted by the NotePurchase Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Borrowers further covenants covenant with the Lenders and the Administrative Agent as follows: (a) The the Collateral, to the extent not delivered to the Lenders Administrative Agent pursuant to Section 4ss.6, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company Borrowers will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Administrative Agent, (b) Except except for the security interest herein granted and liens permitted by granted, the Transaction Documents: (1) the Company is and Borrowers shall be the owner owners of or have other rights in the Collateral free from any lien, security interest right or claim of any other encumbranceperson or any Lien, and (2) the Company Borrowers shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent or any of the Lenders. , (c) The Company the Borrowers shall not pledge, mortgage or create, or suffer to exist a security interest any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person person, other than the Lenders except for liens permitted by Administrative Agent and the Transaction Documents. Permitted Liens, (d) The Company the Borrowers will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company will permit the Lenders, or its designee, to inspect the Collateral (wherever located) at any reasonable time. (f) The Company Borrowers will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement and (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and f) the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company Borrowers will continue to operate its operate, their business in compliance 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 Company will not sell or otherwise dispose. No sale of Inventory shall be on consignment, approval, or offer to sell or otherwise disposeunder any other circumstances such that, with the exception of the Collateral or any interest therein except for (1) sales and leases Borrowers' customary return policy applicable to the return of Inventory, and licenses of general intangibles, inventory purchased by the Borrowers' retail customers in the ordinary course course, such Inventory may be returned to the Borrowers without the consent of the Company’s business and (2) sales Administrative Agent. The Borrowers may grant such allowances or other dispositions of obsolescent items of equipment adjustments to the Borrowers' account debtors as the Borrowers may reasonably deem to accord with sound business practice, PROVIDED, HOWEVER, the authority granted the Borrowers pursuant to this Section 8.15 may be limited or terminated by the Administrative Agent at any time in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the NoteAdministrative Agent's reasonable discretion. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Each Pledgor further covenants with the Lenders and the Administrative Agent as follows: (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. (b) Except for the security interest herein granted granted, except for Permitted Liens and liens permitted by except as indicated on Schedule 7.3 to the Transaction Documents: (1) the Company is and Credit Agreement, each Pledgor shall be the owner of or have other rights in the Collateral free from any lien, security interest right or claim of any other encumbranceperson or any Lien, and (2) the Company each Pledgor 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 Administrative Agent or any of the Lenders. , (cb) The Company except as otherwise permitted under the Credit Agreement, no Pledgor shall not pledge, mortgage or create, or suffer to exist a security interest any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person person, other than the Lenders except for liens permitted by the Transaction Documents. Administrative Agent, (dc) The Company each Pledgor will keep the Collateral in good order and repair (reasonable wear and tear excepted) will not use the same in violation of law or any policy of insurance thereon and, with respect to the Collateral under lease pursuant to leases, each Pledgor will contractually provide in such leases that the lessees thereunder 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 Company each Pledgor will permit the LendersAdministrative Agent, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located in accordance with the terms and conditions set forth in the Credit Agreement, (fe) The Company each Pledgor 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 such the Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). the terms and conditions set forth in the Credit Agreement, (gf) The Company each Pledgor, in accordance with the terms and conditions set forth in the Credit Agreement, will continue to operate its business in compliance 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 Company except as otherwise permitted under the Credit Agreement, no Pledgor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Notetherein. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Lender as follows: (a) The the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, the Collateral Information Certificate and the Company will not remove the Collateral from such locations (locations, except for the sale of Inventory in the ordinary course of the Company’s business) , without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) Permitted Liens, the Company is and shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and (2) the 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 Lenders. Lender, (c) The the Company shall not pledge, mortgage or create, or suffer to exist a security interest any right of any person in or claim by any person to the Collateral, or any lien in the Collateral in favor of any person person, other than the Lenders Lender except for liens permitted by the Transaction Documents. Permitted Liens, (d) The the Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The the Company will permit the LendersLender, or its designeeany designee thereof, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement (Agreement, except for taxes, assessments assessments, charges and government charges which are being levies contested in good faith and by appropriate proceedings diligently conducted and for which reserves have been placed on the books of the Company, provided, the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). will pay all such taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to forclose any lien that may have attached as a security therefor, (g) The the Company will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. , except where the failure to do so would not have a MAE, and (h) The the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, inventory and licenses of general intangibles, intangibles in the ordinary course of the Company’s business business, and (2ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Notepractices. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Lenders Secured Party as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Secured Party pursuant to Section 4Article IV, will be kept at those locations listed on Schedule 10 hereto, the address listed on the cover page hereof and the Company Debtor will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Secured Party; (b) Except except for Permitted Liens, the security interest herein granted and liens permitted by the Transaction Documents: (1) the Company is and Debtor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Secured Party; (c) The Company except for Permitted Liens, the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. Secured Party, Vey, and Oak Harbor; (d) The Company the Debtor will keep the Collateral in good order and repair (reasonable wear and tear excepted) excepted and will not use the same in violation of law or any policy of insurance thereon. ; (e) The Company the Debtor will permit the LendersSecured Party, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, during regular business hours of the Debtor, and upon reasonable prior written notice to the Debtor; (f) The Company 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). Agreement; (g) The Company the Debtor will continue to operate its business in material compliance 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 Company the Debtor will not sell or otherwise disposedispose of, or offer to sell or otherwise disposedispose of, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, inventory and licenses of general intangibles, intangibles in the ordinary course of the Company’s business business, and (2ii) so long as no Event of Default has occurred and is continuing for a period of sixty (60) calendar days, sales or other dispositions of obsolescent items of equipment Collateral in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited dispositions permitted by the Note. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Lenders Purchasers as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Purchasers pursuant to Section §4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Purchasers, (b) Except except for the security interest herein granted and liens permitted by Permitted Liens, the Transaction Documents: (1) the Company is and Grantor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Purchasers, (c) The Company the Grantor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Purchasers except for liens permitted by the Transaction Documents. Permitted Liens, (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and Grantor will not use the same Collateral in violation of law or any policy of insurance thereon. , (e) The Company the Grantor will permit the LendersPurchasers, or its their designee, to inspect the Collateral (Collateral, wherever located) , at any reasonable time. time during business hours upon prior notice of at least three Business Days (unless a Default or an Event of Default has occurred and is continuing, in which event no prior notice shall be required), (f) The Company the 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being other than any taxes contested in good faith and for which appropriate reserves have been established by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). Grantor, (g) The Company the Grantor will continue to operate operate, its business in compliance 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 Company the Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited as permitted by the NoteNotes. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Lender as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 44 hereof or used in the ordinary course of the Company’s business at multiple locations and is “mobile” by its nature, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) Credit Agreement, the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the 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 Lenders. Lender, (c) The the Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by the Transaction Documents. Credit Agreement, (d) The the Company will keep the Collateral in good order and repair (reasonable subject to normal wear and tear exceptedand insured casualty loss) and will not use the same in material violation of law or any policy of insurance thereon. , (e) The as provided in the Credit Agreement, the Company will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (except for any such taxes, assessments assessments, governmental charge and government charges levies which are being diligently contested in good faith and by appropriate proceedings diligently conducted proceedings, and the Company has for which adequate reserves have been set aside on its the Company’s books adequate reserves therefor in accordance with generally accepted accounting principles). GAAP, (g) The the Company will continue to operate its business in compliance 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 the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, and licenses of general intangibles, inventory in the ordinary course of the Company’s business and (2ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Notepractices. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Lenders Secured Party as follows: (a) The Collateral, to the extent not delivered to the Lenders Secured Party pursuant to Section 44 (Other Actions) of this Agreement, will be kept at those the Facility or in other locations listed on Schedule 10 heretodisclosed to the Secured Party in writing from time to time, and the Company Debtor will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) thirty Days prior written notice to the LendersSecured Party. (b) Except for the security interest herein granted in this Agreement and liens permitted by the Transaction Documents: (1) Power Purchase Agreement, the Company is and Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and (2) the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein in the Collateral adverse to the LendersSecured Party. (c) The Company Debtor shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or encumbrance in the Collateral in favor of any person person, other than the Lenders Secured Party except for liens permitted by the Transaction DocumentsPower Purchase Agreement. (d) The Company Debtor will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law Law or any policy of insurance thereon. (e) As provided in the Power Purchase Agreement, The Company Debtor will permit the LendersSecured Party, or its designee, to inspect the Collateral (wherever located) at any reasonable time, wherever located. (f) The Company 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 such the Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles)Agreement. (g) The Company Debtor will continue to operate operate, its business in compliance 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 Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited or permitted by the NotePower Purchase Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders as follows: (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. (b) Except for the security interest herein granted and liens permitted by the Transaction Documents: (1) the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the 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 Lenders. (c) The Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders or the Company’s bank debt, whether existing as of the date of this Agreement or accumulated in the future totaling in the aggregate up to $12,000,000, except for liens permitted by the Transaction DocumentsDocuments and provided that the Lenders’ interests remain subordinate to the Company’s bank debt, whether existing as of the date of this Agreement or accumulated in the future, totaling in the aggregate up to $12,000,000. (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. (e) The Company will permit the Lenders, or its designee, to inspect the Collateral (wherever located) at any reasonable time. (f) The Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company will continue to operate its business in compliance 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 Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business business, and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Note. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Lenders Purchasers as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Purchasers pursuant to Section 4, §4 or in transit within the United States will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 20 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Purchasers, (b) Except except for the security interest herein granted and liens permitted by Permitted Liens, the Transaction Documents: (1) the Company is and Grantor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Purchasers, (c) The Company the Grantor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Purchasers except for liens permitted by the Transaction Documents. Permitted Liens, (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and Grantor will not use the same Collateral in violation of law or any policy of insurance thereon. , (e) The Company the Grantor will permit the LendersPurchasers, or its their designee, to inspect the Collateral (Collateral, wherever located) , at any reasonable time. time during business hours upon prior notice of at least three Business Days (unless a Default or an Event of Default has occurred and is continuing, in which event no prior notice shall be required), (f) The Company the 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being other than any taxes contested in good faith and for which appropriate reserves have been established by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). Grantor, (g) The Company the Grantor will continue to operate operate, its business in compliance 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 Company the Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales as permitted by the Notes and leases of Inventory, and licenses of general intangibles, except for equipment not used by the Company in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Noteits business. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Pledgor further covenants with the Lenders Secured Parties as follows: (a) The CollateralPledgor shall not sell, offer to the extent not delivered sell, dispose of, convey, assign or otherwise transfer, or grant any option with respect to, restrict or grant, create, permit or suffer to the Lenders pursuant to Section 4exist any lien on, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove any of the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (pledged by it hereunder or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders.any interest therein; (b) Except for the security interest herein granted and liens permitted by the Transaction Documents: (1) the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company The Pledgor shall defend the same Collateral against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Lenders.Secured Parties andshall not enter into any agreement or take any action that could reasonably be expected to restrict the transferability of the Collateral or otherwise impair or conflict with the Pledgor’s Obligations or the rights of the Secured Parties hereunder; (c) The Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. (d) The Company Pledgor will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon., ordinary wear and tear excepted; (d) The Pledgor shall not move the Collateral to any location except with prior written consent of the Secured Parties; (e) The Company Pledgor will permit the LendersSecured Parties, or its designeetheir designees, to inspect the Collateral (wherever located) at any reasonable time., wherever located; (f) The Company Pledgor 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles).Security Agreement;and (g) The Company Pledgor will continue to operate its business in material compliance 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 substanceslaws. (h) The Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Note. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Lender as follows: : (a) The except for the inventory and equipment installed or maintained at customer locations, the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section §4, will be kept at those locations listed on Schedule 10 heretothe Perfection Certificate and except in the ordinary course of business, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 15 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted and granted, the liens permitted by the Transaction Documents: (1) Loan Agreement and the liens of GSP securing the GSP Subordinated Debt, the Company is and 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 (2) the 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 Lenders. Lender, (c) The the Company shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Lenders Lender except for liens permitted by the Transaction Documents. Loan Agreement, (d) The the Company will keep the Collateral in good order and repair (reasonable ordinary wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. thereon except as would not have a Material Adverse Effect, (e) The the Company will permit the LendersLender, or its designee, to inspect the Collateral (as and when set forth in the Loan Agreement, wherever located) at any reasonable time. , (f) The the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement (except for Agreement, other than such taxes, assessments assessments, charges and government charges which are being levies contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). faith, (g) The the Company will continue continue, in all material respects to operate its business in compliance 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 except as would not have a Material Adverse Effect, (h) The the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, other than as set forth in the ordinary course Loan Agreement, (i) the Company shall not file a correction statement relating to the Collateral or to any financing statement or fixture filing filed by the Lender without the Lender’s prior written consent, (j) if the Company is a corporation, limited liability company, limited partnership or other registered organization the Company shall, at its expense, furnish to Lender a certified copy of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in organization documents verifying its correct legal name or, at Lender’s election, shall permit the ordinary course of business consistent with Lender to obtain such certified copy at the Company’s past practices except expense; and (k) from time to time, at Lender’s election, the extent same is prohibited by Lender may obtain a certified copy of the NoteCompany’s organization documents and a search of such Uniform Commercial Code filing offices as it shall deem appropriate, at the Company’s expense, to verify the Company’s compliance with the terms of this Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Each Pledgor further covenants with the Lenders and the Agent as follows: (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. (b) Except for the security interest herein granted granted, except for Permitted Liens and liens permitted by except as indicated on Schedule 7.3 to the Transaction Documents: (1) the Company is and Credit Agreement, each Pledgor shall be the owner of or have other rights in the Collateral free from any lien, security interest right or claim of any other encumbranceperson or any Lien, and (2) the Company each Pledgor 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 or any of the Lenders. , (cb) The Company except as otherwise permitted under the Credit Agreement, no Pledgor shall not pledge, mortgage or create, or suffer to exist a security interest any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person person, other than the Lenders except for liens permitted by the Transaction Documents. Agent, (dc) The Company each Pledgor will keep the Collateral in good order and repair (reasonable wear and tear excepted) will not use the same in violation of law or any policy of insurance thereon and, with respect to the Collateral under lease pursuant to leases, each Pledgor will contractually provide in such leases that the lessees thereunder 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 Company each Pledgor will permit the LendersAgent, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located in accordance with the terms and conditions set forth in the Credit Agreement, (fe) The Company each Pledgor 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 such the Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). the terms and conditions set forth in the Credit Agreement, (gf) The Company each Pledgor, in accordance with the terms and conditions set forth in the Credit Agreement, will continue to operate its business in compliance 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 Company except as otherwise permitted under the Credit Agreement, no Pledgor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the Notetherein. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Borrower further covenants with the Lenders Lender as follows: : (a) The Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 44 and subject to Section 9(h) below, any tangible Collateral will be kept at those locations listed on Schedule 10 heretothe address of Real Estate which is subject to the Mortgage, and all other Collateral will be kept at Borrower’s chief executive office located at the Company address provided in Section 6(d) hereof, and Borrower will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) the Company is and shall Credit Agreement, Borrower will be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company shall Borrower will defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Lenders. Lender, (c) The Company shall Borrower will not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by the Transaction Documents. Credit Agreement, (d) The Company Borrower will keep the Collateral in good order and repair (reasonable repair, normal wear and tear excepted) , and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company Borrower will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The Company 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 such Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company Borrower will continue to operate its business in compliance 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 Company Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business of Borrower and (2ii) sales or other dispositions of obsolescent items of equipment and other goods in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited and permitted by the NoteCredit Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Borrower further covenants with the Lenders Lender as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, 9(a) and the Company Borrower will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) the Company is and Credit Agreement, Borrower shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Lender, (c) The Company Borrower shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by the Transaction Documents. Credit Agreement, (d) The Company Borrower will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company Borrower will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The Company 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 such Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company Borrower will continue to operate operate, its business in compliance 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 Company Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, inventory and licenses of general intangibles, intangibles in the ordinary course of the Company’s business and (2ii) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited and permitted by the NoteCredit Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Lenders Lender as follows: : (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. (b) Except for the security interest herein granted and liens permitted by Permitted Liens and except as may be specifically set forth in any insurances or entries of a Vessel in a protection and indemnity association, the Transaction Documents: (1) the Company is and Borrower shall be the owner of or have other rights in the Collateral respecting the Vessels free from any lien, security interest or other encumbranceencumbrance and, and (2) the Company Debtor shall warrant and defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Lenders. Lender, and shall, at its expense, cause such claim to be waived in writing or otherwise eliminated to the Lender’s satisfaction within 30 days after such claim shall become due and payable, (b) the Debtor shall not remove, destroy, lease, sell or otherwise dispose of any of the Collateral except as permitted under the terms of the Loan Agreement or the Canadian Mortgage, (c) The Company the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor favour of any person other than the Lenders Lender except for liens permitted by the Transaction Documents. Permitted Liens, (d) The Company Debtor will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company will permit the Lenders, or its designee, to inspect the Collateral (wherever located) at any reasonable time. (f) The Company 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 such the Collateral or incurred in connection with this Agreement Agreement, (except for taxesf) upon Lender’s request, assessments Debtor will give the Lender notice and government charges which are being contested copies of all other leases, charters or other agreements in good faith the nature thereof entered into from time to time with respect to the Vessels and by appropriate proceedings diligently conducted having a term of six (6) months or longer, and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, Debtor shall effect such registrations 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 Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited may be required by the NoteLender from time to time to protect the security hereof. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Borrower further covenants with the Lenders Lender as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, 9(a) and the Company Borrower will not remove the Collateral from such locations (locations, without providing at least 30 days prior written notice to Lender, except for the sale of Inventory Collateral sold or used in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. , (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) the Company is and shall Credit Agreement, Borrower will be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company shall Borrower will defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Lenders. Lender, (c) The Company shall Borrower will not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens permitted by the Transaction Documents. Credit Agreement, (d) The Company Borrower will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company Borrower will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The Company 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being unless contested in good faith and by appropriate proceedings diligently conducted and Borrower has adequately reserved for the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). contested taxes, assessments, penalties or other charges, (g) The Company Borrower will continue to operate its business in compliance 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 Company Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, inventory and licenses of general intangibles, intangibles in the ordinary course of the Company’s business and (2ii) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited and permitted by the NoteCredit Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders RACC as follows: (a) The Collateral, to the extent not delivered to the Lenders RACC pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the LendersRACC. (b) Except for the security interest herein granted and liens permitted by the Transaction Documents: (1) Permitted Liens, the Company is and shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and (2) the 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 LendersRACC. (c) The Company shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Lenders RACC except for liens permitted by the Transaction DocumentsPermitted Liens. (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. (e) The Company will permit the LendersRACC, or its designee, to inspect the Collateral (wherever located) at any reasonable time, wherever located. (f) The Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles)Agreement. (g) The Company will continue to operate operate, its business in compliance 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 Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except that for (1) sales of inventory so long as no Event of Default has occurred and leases of Inventoryis continuing, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited and dispositions permitted by the NoteRestructuring Agreement shall be permitted. (i) The Company will, whenever If at any time in the future the Company acquires any Gate Agreements, Routes or otherwise possesses Slots that are capable of being pledged to RACC as Collateral, the Company shall provide prompt written notice to RACC and take all action and sign all documents reasonably requested by RACC to create and maintain a first-priority security interest in any significant such Gate Agreements, Routes or material copyrights Slots at such time or at any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and datetime thereafter.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Lender as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company will not (except for inventory sold in the ordinary course of business and obsolete equipment disposed of) remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) location, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted and existing liens permitted by in favor of the Transaction Documents: (1) Lender and Permitted Liens, the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the 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 Lenders. Lender, (c) The the Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. Lender, (d) The the Company will keep the Collateral in good order and repair (repair, reasonable wear and tear excepted) , and will not use the same in violation of law or any policy of insurance thereon. , (e) The the Company will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. time during normal business hours upon reasonable advance notice, wherever located, (f) The the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The the Company will continue to operate its business in compliance 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 the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, and licenses of general intangibles, inventory in the ordinary course of the Company’s business business, and (2ii) sales or other dispositions consented to by the Lender and where the Lender receives all of obsolescent items the proceeds of equipment in the ordinary course of business consistent with the Company’s past practices except such sales to be applied to the extent same is prohibited Obligations as determined by the NoteLender at its sole discretion. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Each Company further covenants with the Administrative Agent and the Lenders as follows: (a) The the Collateral, to the extent not delivered to the Lenders Administrative Agent pursuant to Section 4(S)4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Administrative Agent unless such Collateral is removed to another location in which the Administrative Agent has a perfected security interest, (b) Except except for the security interest herein granted and liens permitted by the Transaction Documents: (1) the Permitted Liens, such Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest right or claim of any other encumbranceperson or any Lien, and (2) the 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 Lenders. Administrative Agent or any Lender, (c) The such Company shall not pledge, mortgage or create, or suffer to exist a security interest any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person person, other than the Lenders except for liens permitted by the Transaction Documents. Administrative Agent, other than Permitted Liens, (d) The such Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) 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 such Company will permit the LendersAdministrative Agent, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The 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 such the Collateral or incurred in connection with this Agreement Agreement, except as permitted by (except for taxesS)8.8 of the Credit Agreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The such Company has at all times operated and will continue to operate operate, its business in compliance 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 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 (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course S)9.6 of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the NoteCredit Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company New Subsidiary ------------------------------------ further covenants with the Lenders Lender as follows: (a) The Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4this Agreement, will be kept at those locations listed on Schedule 10 hereto, 1 ---------- attached hereto and the Company New Subsidiary will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the LendersLender. (b) Except for the security interest herein granted and liens Liens permitted by the Transaction Documents: (1) Loan Agreement, the Company is and New Subsidiary shall be the owner of or have other rights in the Collateral free from any lienLien, security interest or other encumbrance, and (2) the Company New Subsidiary 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 LendersLender. (c) The Company New Subsidiary shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Lender except for liens Liens permitted by the Transaction DocumentsLoan Agreement. (d) The Company New Subsidiary will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. (e) The Company As provided in the Loan Agreement, the New Subsidiary will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time, wherever located. (f) The Company New Subsidiary 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles)Agreement. (g) The Company New Subsidiary will continue to operate operate, its business in compliance 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 Company New Subsidiary will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, inventory and licenses of general intangibles, intangibles in the ordinary course of the Company’s business and (2) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited practices, and dispositions permitted by the NoteLoan Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders and the Agent as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Agent pursuant to Section 4Sec.4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Agent; provided however, the Company and its Subsidiaries may remove Collateral with a value of $250,000 in the aggregate each calendar year and shall give notice to the Agent of any such removal as soon as possible thereafter, (b) Except except for the security interest herein granted and liens Liens permitted by the Transaction Documents: (1) Loan Agreement, the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest right or claim of any other encumbranceperson or any Lien, and (2) the 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 or any of the Lenders. , (c) The the Company shall not pledge, mortgage or create, or suffer to exist a security interest any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person person, other than the Lenders Agent except for liens Liens permitted by the Transaction Documents. Loan Agreement, (d) The the Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The as provided in the Loan Agreement, the Company will permit the LendersAgent, or its designee, to inspect the Collateral (wherever located) at any reasonable time. , wherever located, (f) The the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The the Company will continue to operate operate, its business in material compliance 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 the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, inventory and licenses of general intangibles, intangibles in the ordinary course of the Company’s business business, (ii) so long as no Event of Default has occurred and (2) is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited and (iii) dispositions permitted by the NoteLoan Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Lenders Collateral Agent as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Collateral Agent pursuant to Section §4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Collateral Agent , (b) Except except for the security interest herein granted and liens permitted by Permitted Liens, the Transaction Documents: (1) the Company is and Grantor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Collateral Agent , (c) The Company the Grantor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Collateral Agent except for liens permitted by the Transaction Documents. Permitted Liens, (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and Grantor will not use the same Collateral in violation of law or any policy of insurance thereon. , (e) The Company the Grantor will permit the LendersCollateral Agent , or its designee, to inspect the Collateral (Collateral, wherever located) , at any reasonable time. time during business hours upon prior notice of at least three Business Days (unless a Default or an Event of Default has occurred and is continuing, in which event no prior notice shall be required), (f) The Company the 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being other than any taxes contested in good faith and for which appropriate reserves have been established by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). Grantor, (g) The Company the Grantor will continue to operate its business in compliance 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 Company the Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited as permitted by the NoteNotes. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Lenders Purchasers as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Purchasers pursuant to Section §4, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Purchasers, (b) Except except for the security interest herein granted and liens permitted by Permitted Liens, the Transaction Documents: (1) the Company is and Grantor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Purchasers, (c) The Company the Grantor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Purchasers except for liens permitted by the Transaction Documents. Permitted Liens, (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and Grantor will not use the same Collateral in violation of law or any policy of insurance thereon. , (e) The Company the Grantor will permit the LendersPurchasers, or its their designee, to inspect the Collateral (Collateral, wherever located) , at any reasonable time. reasonable, mutually agreeable time upon prior notice of at least three Business Days (unless a Default or an Event of Default has occurred and is continuing, in which event no prior notice shall be required), (f) The Company the 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being other than any taxes contested in good faith and for which appropriate reserves have been established by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). Grantor, (g) The Company the Grantor will continue to operate its business in compliance 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 Company the Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited as permitted by the NoteNotes. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Grantor further covenants with the Lenders Secured Party as follows: (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, will be kept at those locations listed on Schedule 10 hereto, and the Company will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) without providing at least 60 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. (b) Except for the security interest herein granted and liens permitted by Permitted Liens the Transaction Documents: (1) the Company is and Grantor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the Company 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 Lenders. Secured Party, (cb) The Company the Grantor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders Secured Party except for liens permitted by Permitted Liens, (c) the Transaction Documents. (d) The Company will keep the Collateral in good order and repair (reasonable wear and tear excepted) and Grantor will not use the same Collateral in violation in any material respect of law or any policy of insurance thereon. , (ed) The Company the Grantor, at Grantor’s sole cost, will permit the LendersSecured Party, or its designee, to inspect the Collateral (Collateral, wherever located) , at any reasonable time. time during business hours as often as may be warranted in the reasonable credit judgment of Secured Party, provided that, (fi) The Company in the absence of an Event of Default, Secured Party shall give Grantor one (1) Business Day’s prior notice of such inspection; and (ii) during the existence and continuance of any Event of Default, no prior notice of any such inspection by Secured Party to Grantor shall be required, (e) the 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 such Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being other than any taxes contested in good faith and for which appropriate reserves have been established by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). Grantor, (gf) The Company the Grantor will continue to operate its business in compliance 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 noncompliance with which could not reasonably be expected to have a Material Adverse Change, and (hg) The Company the Grantor will not sell or otherwise disposeDispose, or offer to sell or otherwise disposeDispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course of the Company’s business and (2) sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited as permitted by the NoteDIP Credit Facility. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Borrowers further covenants covenant with the Lenders and the Agent as follows: : (a) The the Collateral, to the extent not delivered to the Lenders Agent pursuant to Section 46, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company Borrowers will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 thirty (30) days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Agent, (b) Except except for the security interest herein granted and liens permitted by other Permitted Liens, the Transaction Documents: (1) the Company is and Borrowers shall be the owner owners of or have other rights in the Collateral free from any lien, security interest right or claim of any other encumbranceperson or any Lien, and (2) the Company Borrowers shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent or any of the Lenders. , (c) The Company the Borrowers shall not pledge, mortgage or create, or suffer to exist a security interest any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person person, other than the Lenders except for liens permitted by Agent and the Transaction Documents. Permitted Liens, (d) The Company the Borrowers will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company will permit the Lenders, or its designee, to inspect the Collateral (wherever located) at any reasonable time. (f) The Company Borrowers will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement and (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and f) the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company Borrowers will continue to operate its operate, their business in compliance 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 as to (hf) The Company will not sell or otherwise disposewhere their failure to do so could reasonably be expected to result in a Material Adverse Effect. No sale of Inventory shall be on consignment, approval, or offer to sell or otherwise disposeunder any other circumstances such that, with the exception of the Collateral or any interest therein except for (1) sales and leases Borrowers’ customary return policy applicable to the return of Inventory, and licenses of general intangibles, inventory purchased by the Borrowers’ retail customers in the ordinary course course, such Inventory may be returned to the Borrowers without the consent of the Company’s business and (2) sales Agent. The Borrowers may grant such allowances or other dispositions of obsolescent items of equipment adjustments to the Borrowers’ account debtors as the Borrowers may reasonably deem to accord with sound business practice, PROVIDED, HOWEVER, the authority granted the Borrowers pursuant to this Section 8.15 may be limited or terminated by the Agent at any time in the ordinary course of business consistent with the CompanyAgent’s past practices except to the extent same is prohibited by the Notereasonable discretion. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Borrowers further covenants covenant with the Lenders and the Administrative Agent as follows: (a) The the Collateral, to the extent not delivered to the Lenders Administrative Agent pursuant to Section 4ss.6, will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company Borrowers will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Administrative Agent, (b) Except except for the security interest herein granted and liens permitted by granted, the Transaction Documents: (1) the Company is and Borrowers shall be the owner owners of or have other rights in the Collateral free from any lien, security interest right or claim of any other encumbranceperson or any Lien, and (2) the Company Borrowers shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent or any of the Lenders. , (c) The Company the Borrowers shall not pledge, mortgage or create, or suffer to exist a security interest any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person person, other than the Lenders except for liens permitted by Administrative Agent and the Transaction Documents. Permitted Liens, (d) The Company the Borrowers will keep the Collateral in good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. , (e) The Company will permit the Lenders, or its designee, to inspect the Collateral (wherever located) at any reasonable time. (f) The Company Borrowers will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement and (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and f) the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The Company Borrowers will continue to operate its operate, their business in compliance 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 Company will not sell or otherwise dispose. No sale of Inventory shall be on consignment, approval, or offer to sell or otherwise disposeunder any other circumstances such that, with the exception of the Collateral or any interest therein except for (1) sales and leases Borrowers' customary return policy applicable to the return of Inventory, and licenses of general intangibles, inventory purchased by the Borrowers' retail customers in the ordinary course course, such Inventory may be returned to the Borrowers without the consent of the Company’s business and (2) sales Administrative Agent. The Borrowers may grant such allowances or other dispositions of obsolescent items of equipment adjustments to the Borrowers' account debtors as the Borrowers may reasonably deem to accord with sound business practice, provided, however, the authority granted the Borrowers pursuant to this ss.8.15 may be limited or terminated by the Administrative Agent at any time in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the NoteAdministrative Agent's reasonable discretion. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.

Covenants Concerning Collateral, Etc. The Company Borrower further covenants with the Lenders Lender as follows: (a) The Collateral, to the extent not delivered to the Lenders Lender pursuant to Section 4, will be kept at those locations listed on the Perfection Certificate, attached hereto as Schedule 10 heretoC, and the Company Borrower will not remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) locations, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the LendersLender. (b) Except for the security interest herein granted and liens permitted by the Transaction Documents: (1) Additional Standby Facility Loan Agreement, the Company is and Borrower shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and (2) the Company 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 LendersLender. (c) The Company Borrower shall not pledge, mortgage or create, or suffer to exist a any right of any person in or claim by any person to the Collateral, or any security interest interest, lien or other encumbrance in the Collateral in favor of any person person, other than the Lenders Lender except for liens permitted by the Transaction DocumentsAdditional Standby Facility Loan Agreement. (d) The Company Borrower will keep the Collateral in reasonably good order and repair (reasonable wear and tear excepted) and will not use the same in violation of law or any material provision of any policy of insurance thereon. (e) The Company Unless otherwise provided in the Additional Standby Facility Loan Agreement, the Borrower will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time, wherever located. (f) The Company Borrower will pay promptly when due or contest in a timely manner and in good faith all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement (except for taxes, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles)Agreement. (g) The Company Borrower will continue to operate in all material respects, its business in compliance 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 Company Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1i) sales and leases of Inventory, inventory and licenses of general intangibles, intangibles in the ordinary course of the Company’s business and (2ii) 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 or as permitted by the Additional Standby Facility Loan Agreement. (i) At the time any account receivable becomes subject to a security interest in favor of the Lender said account shall be a good and valid account representing to the knowledge of Borrower an undisputed, bona fide indebtedness incurred by the account debtor named therein (the "Account Debtor") for merchandise held subject to delivery instructions or theretofore shipped or delivered pursuant to a contract of sale, or for services theretofore performed by the Borrower with or for the Account Debtor. No agreement under which any extraordinary deduction or discount may be claimed shall have been made with the Account Debtor of any such account except as disclosed in writing to the Lender. The Borrower shall be the lawful owner of all such accounts and shall have good right to pledge, sell, assign and transfer the same and to subject the same to a security interest in favor of the Lender. No such account shall have been or shall thereafter be sold, assigned or transferred to any person other than the Lender or in any way encumbered except to the Lender, and the Borrower shall defend the same against the lawful claims and demands of all persons. (j) The Borrower shall immediately notify the Lender of all cases involving the return, rejection, repossession, loss or damage of or to merchandise covered by accounts receivable, except in the ordinary course of business consistent the Borrower's business; of any request for credit or adjustment or replacement merchandise or other dispute arising with respect to accounts receivable, except in the Company’s past practices except to ordinary course of the extent same is prohibited by Borrower's business; and generally of all extraordinary happenings and events affecting accounts receivable or the Note. (i) The Company will, whenever the Company acquires value or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list amount thereof, identified if, within sixty (to 60) days after the extent applicable) by titleextraordinary event, author and Copyright Office registration number and datethe matter at issue has not been satisfactorily resolved.

Covenants Concerning Collateral, Etc. The Company further covenants with the Lenders Lender as follows: : (a) The Collateral, to the extent not delivered to the Lenders pursuant to Section 4, Collateral will be kept at those locations listed on Schedule 10 hereto, the Perfection Certificate and the Company will not (except for obsolete Collateral disposed of and/or otherwise substituted by the Lender) remove the Collateral from such locations (except for the sale of Inventory in the ordinary course of the Company’s business) location, without providing at least 60 30 days (or such lesser number of days agreed to at the relevant time by the Lenders) prior written notice to the Lenders. Lender, (b) Except except for the security interest herein granted granted, existing liens in favor of the Lender and liens permitted by the Transaction Documents: (1) Permitted Liens, the Company is and shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and (2) the 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 Lenders. Lender, (c) The except for the Permitted Liens, the Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Lenders except for liens permitted by the Transaction Documents. Lender, (d) The the Company will keep the Collateral in good order and repair (throughout its useful life, reasonable wear and tear excepted) , and will not knowingly use the same in violation of law or any policy of insurance thereon. , (e) The the Company will permit the LendersLender, or its designee, to inspect the Collateral (wherever located) at any reasonable time. time during normal business hours upon reasonable advance notice, wherever located, (f) The subject to the provisions of the Loan Agreement, the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such the Collateral or incurred in connection with this Agreement (except for taxesAgreement, assessments and government charges which are being contested in good faith and by appropriate proceedings diligently conducted and the Company has set aside on its books adequate reserves therefor in accordance with generally accepted accounting principles). (g) The the Company will continue to operate its business in compliance 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 the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (1) sales and leases of Inventory, and licenses of general intangibles, in the ordinary course violation of the Company’s business and (2) sales or other dispositions terms of obsolescent items of equipment in the ordinary course of business consistent with the Company’s past practices except to the extent same is prohibited by the NoteLoan Agreement. (i) The Company will, whenever the Company acquires or otherwise possesses any significant or material copyrights or any rights or interests therein, provide to the Lenders a list thereof, identified (to the extent applicable) by title, author and Copyright Office registration number and date.