Common use of Covenants Regarding Collateral Generally Clause in Contracts

Covenants Regarding Collateral Generally. Each CITEL Party further covenants with the Secured Party as follows: (a) except for items that are not material, and except as permitted by Section 8(h) below, tangible items of the Collateral will be kept at such CITEL Party's principal place of business as set forth in the first paragraph hereof or those locations listed in Schedule 5 hereto, and such CITEL Party will not remove the Collateral from such locations, without providing at least two (2) Business Days' prior written notice to the Secured Party, (b) except for the security interest herein granted and Permitted Liens, such CITEL Party shall own the Collateral free from any Lien, and such CITEL Party shall defend the same against all claims and demands of all persons at any time claiming any such Lien therein, (c) other than Permitted Liens, such CITEL Party shall not pledge, mortgage or create, or suffer to exist any Lien, in the Collateral in favor of any Person other than the Secured Party, (d) except for items that are not material, such CITEL Party shall keep the tangible Collateral in good order and repair, ordinary wear and tear excepted, and will not use the same in violation of any Applicable Law or any policy of insurance thereon, (e) such CITEL Party shall permit the Secured Party, or its designee, to inspect the tangible Collateral during normal business hours upon reasonable prior notice, (f) such CITEL Party will promptly pay when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection therewith, except for such taxes, assessments, governmental charges and levies contested in good faith pursuant to appropriate procedures, (g) such CITEL Party shall use the Collateral in compliance in all material respects with all Applicable Laws and (h) such CITEL Party shall not sell, transfer or otherwise dispose, or offer to sell, transfer or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory in the ordinary course of business; and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business; and (iii) other sales of tangible items of Collateral that are not material. For purposes of the foregoing clause (h), the non-exclusive licensing of Collateral constituting Intellectual Property shall not constitute a sale, transfer or disposition of Collateral or an interest therein.

Covenants Regarding Collateral Generally. Each CITEL Party Debtor further covenants with the Secured Party as follows: (a) except for items that are the Collateral, to the extent not material, delivered to the Secured Party pursuant to Section 4 and except as permitted by Section 8(h) below, tangible items of the Collateral will be kept at such CITEL PartyDebtor's principal place of business as set forth in the first paragraph hereof or those locations listed in Schedule 5 hereto, and such CITEL Party Debtor will not remove the Collateral from such locations, without providing at least two fifteen (215) Business Days' Days prior written notice to the Secured Party, (b) except for the security interest herein granted and Permitted Liens, such CITEL Party Debtor shall own be the owner of the Collateral free from any Lien, and such CITEL Party Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any such Lien thereininterests therein adverse to the Secured Party, (c) other than Permitted Liens, such CITEL Party Debtor shall not pledge, mortgage or create, or suffer to exist any Lien, in the Collateral in favor of any Person other than the Secured Party, (d) except for items that are not material, such CITEL Party Debtor shall keep the tangible Collateral in good order and repair, ordinary wear and tear excepted, repair and will not use the same in violation of any Applicable Law or any policy of insurance thereon, (e) such CITEL Party Debtor shall permit the Secured Party, or its designee, to inspect the tangible Collateral during normal business hours pledged by it at any reasonable time upon reasonable prior notice, (f) such CITEL Party Debtor will promptly pay when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection therewith, except for such taxes, assessments, governmental charges and levies contested in good faith pursuant to appropriate procedures, (g) such CITEL Party Debtor shall use the Collateral continue to operate its business in compliance in all material respects with all Applicable Laws and Laws, (h) such CITEL Party Debtor shall not sell, transfer or otherwise dispose, or offer to sell, transfer or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory in the ordinary course of business; and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business; business consistent with past practices and (iiii) other sales of tangible items of Collateral such Debtor shall take all actions necessary to properly maintain all applications, registrations, patents or patent applications on its copyrights, trademarks, service marks, patents and inventions. Each Debtor further covenants that are it shall not material. For purposes open or maintain any "deposit account" (as defined in Article 9 of the foregoing clause UCC) with any bank or financial institution other than Silicon Valley Bank or the banks and financial institutions set forth opposite such Debtor's name on Schedule 8 attached hereto (h)any such other bank or financial institution being referred to as an "Other Bank") unless (x) the Secured Party consents in advance to the opening or maintenance of a deposit account with such Other Bank or (y) prior to the opening or maintenance of a deposit account with such Other Bank, the non-exclusive licensing Secured Party and such Other Bank enter into a control agreement with respect to such deposit account satisfactory in form and substance to the Secured Party. Notwithstanding the foregoing, in the event that Silicon Valley Bank terminates the SVB Control Agreement at any time following the maturity of Collateral constituting Intellectual Property shall not constitute a salethe SVB Loan or the termination of the SVB Loan Agreement, then the Debtors shall, within thirty (30) days following the termination of the SVB Control Agreement, transfer all funds in every deposit account maintained by Silicon Valley Bank to a bank or disposition of Collateral or an interest thereinfinancial institution which, within such thirty (30) day period, enters into a control agreement with the Secured Party satisfactory in form and substance to the Secured Party.

Covenants Regarding Collateral Generally. Each CITEL Party The Debtor further covenants with the Secured Party Lender as follows: (a) the Collateral, to the extent not delivered to the Lender pursuant to Section 4 and except for items that are not materialsales of inventory in the ordinary course of business and dispositions and transfers permitted under the Credit Agreement, and except as permitted by Section 8(h) below, tangible items of the Collateral will be kept at such CITEL Party's principal place of business as set forth in the first paragraph hereof or those locations listed in on Schedule 5 8(a) hereto, and such CITEL Party the Debtor will not remove the Collateral from such locations, without providing at least two thirty (230) Business Days' days prior written notice to the Secured PartyLender, (b) except for the security interest herein granted and Permitted Liens, such CITEL Party the Debtor shall own be the owner of the Collateral free from any Lienlien, security interest or other encumbrance, and such CITEL Party the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any such Lien thereininterests therein adverse to the Lender, (c) other than except for Permitted Liens, such CITEL Party the Debtor shall not pledge, mortgage or create, or suffer to exist any Lienlien, security interest or other encumbrance in the Collateral in favor of any Person other than the Secured PartyLender, (d) except for items that are not material, such CITEL Party the Debtor shall keep the tangible Collateral in good order and repair, ordinary wear and tear excepted, repair and will not use the same in material violation of any Applicable Law law or any policy of insurance thereon, (e) such CITEL Party the Debtor shall permit the Secured PartyLender, or its designee, to inspect the tangible Collateral during normal business hours at any reasonable time and upon reasonable prior notice, wherever located, (f) such CITEL Party the Debtor will promptly pay when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection therewith, except for such taxes, assessments, governmental charges and levies contested in good faith therewith to the extent required pursuant to appropriate proceduresthe Credit Agreement, (g) such CITEL Party the Debtor shall use the Collateral continue to operate its business in compliance in all material respects with all Applicable Laws applicable provisions of federal, state and local statutes and ordinances, including, without limitation, those dealing with the control, shipment, storage or disposal of hazardous materials or substances, except for those federal, state and local statues and ordinances, the failure with which to comply would not result in a Material Adverse Effect and (h) such CITEL Party the Debtor shall not sell, transfer or otherwise dispose, or offer to sell, transfer or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory in the ordinary course of business; business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in permitted by the ordinary course of business; and (iii) other sales of tangible items of Collateral that are not material. For purposes of the foregoing clause (h), the non-exclusive licensing of Collateral constituting Intellectual Property shall not constitute a sale, transfer or disposition of Collateral or an interest thereinCredit Agreement.

Covenants Regarding Collateral Generally. Each CITEL Party The Debtor further covenants with the Secured Party as follows: (a) except for items that are the Collateral, to the extent not material, delivered to the Secured Party pursuant to Section 4 and except as permitted by Section 8(h) below, tangible items of the Collateral will be kept at such CITEL Partythe Debtor's principal place of business as set forth in the first paragraph hereof or those locations listed in Schedule 5 hereto, and such CITEL Party the Debtor will not remove the Collateral from such locations, locations without providing at least two fifteen (215) Business Days' Days prior written notice to the Secured Party, (b) except for the security interest herein granted and Permitted Liens, such CITEL Party the Debtor shall own be the owner of the Collateral free from any Lien, Lien and such CITEL Party the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any such Lien thereininterests therein adverse to the Secured Party, (c) other than Permitted Liens, such CITEL Party the Debtor shall not pledge, mortgage or create, or suffer to exist any Lien, Lien in the Collateral in favor of any Person other than the Secured Party, (d) except for items that are not material, such CITEL Party the Debtor shall keep the tangible Collateral in good order and repair, ordinary wear and tear excepted, repair and will not use the same in violation of any Applicable Law or any policy of insurance thereon, (e) such CITEL Party the Debtor shall permit the Secured Party, or its designee, to inspect the tangible Collateral during normal business hours at any reasonable time upon reasonable prior notice, wherever located, (f) such CITEL Party the Debtor will promptly pay when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection therewith, except for such taxes, assessments, governmental charges and levies contested in good faith pursuant to appropriate procedures, (g) such CITEL Party the Debtor shall use the Collateral continue to operate its business in compliance in all material respects with all Applicable Laws and Laws, (h) such CITEL Party the Debtor shall not sell, transfer or otherwise dispose, or offer to sell, transfer or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory in the ordinary course of business; business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business; business consistent with past practices and (iiii) other sales of tangible items of Collateral the Debtor shall take all actions necessary to properly maintain all applications, registrations, patents or patent applications on its copyrights, trademarks, service marks, patents and inventions. The Debtor further covenants that are it shall not material. For purposes open or maintain any "deposit account" (as defined in Article 9 of the foregoing clause UCC) with any bank or financial institution other than Silicon Valley Bank or the banks and financial institutions set forth on Schedule 8 attached hereto (h)any such other bank or financial institution being referred to as an "Other Bank") unless (x) the Secured Party consents in advance to the opening or maintenance of a deposit account with such Other Bank or (y) prior to the opening or maintenance of a deposit account with such Other Bank, the non-exclusive licensing Secured Party and such Other Bank enter into a control agreement with respect to such deposit account satisfactory in form and substance to the Secured Party. Notwithstanding the foregoing, in the event that Silicon Valley Bank terminates the SVB Control Agreement at any time following the maturity of Collateral constituting Intellectual Property shall not constitute a salethe SVB Loan or the termination of the SVB Loan Agreement, then Verso shall, within thirty (30) days following the termination of the SVB Control Agreement, transfer all funds in every deposit account maintained by Silicon Valley Bank to a bank or disposition of Collateral or an interest thereinfinancial institution which, within such thirty (30) day period, enters into a control agreement with the Secured Party satisfactory in form and substance to the Secured Party.

Covenants Regarding Collateral Generally. Each CITEL Party The Debtors further covenants covenant with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to Section 4 and except for items that are not materialsales of inventory in the ordinary course of business and dispositions and transfers permitted under the Credit Agremeent, and except as permitted by Section 8(h) below, tangible items of the Collateral will be kept at such CITEL Party's principal place of business as set forth in the first paragraph hereof or those locations listed in on Schedule 5 8(a) hereto, and such CITEL Party the Debtors will not remove the Collateral from such locations, without providing at least two thirty (230) Business Days' days prior written notice to the Secured Party, (b) except for the security interest herein granted and Permitted Liens, such CITEL Party the Debtors shall own be the owners of the Collateral free from any Lienlien, security interest or other encumbrance, and such CITEL Party the Debtors shall defend the same against all claims and demands of all persons at any time claiming the same or any such Lien thereininterests therein adverse to the Secured Party, (c) other than except for Permitted Liens, such CITEL Party the Debtors shall not pledge, mortgage or create, or suffer to exist any Lienlien, security interest or other encumbrance in the Collateral in favor of any Person other than the Secured Party, (d) except for items that are not material, such CITEL Party the Debtors shall keep the tangible Collateral in good order and repair, ordinary wear and tear excepted, repair and will not use the same in material violation of any Applicable Law law or any policy of insurance thereon, (e) such CITEL Party the Debtors shall permit the Secured Party, or its designee, to inspect the tangible Collateral during normal business hours at any reasonable time and upon reasonable prior notice, wherever located, (f) such CITEL Party the Debtors will promptly pay when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection therewith, except for such taxes, assessments, governmental charges and levies contested in good faith therewith to the extent required pursuant to appropriate proceduresthe Credit Agreement, (g) such CITEL Party each Debtor shall use the Collateral continue to operate its business in compliance in all material respects with all Applicable Laws applicable provisions of federal, state and local statutes and ordinances, including, without limitation, those dealing with the control, shipment, storage or disposal of hazardous materials or substances, except for those federal, state and local statutes and ordinances, the failure with which to comply would not result in a Material Adverse Effect and (h) such CITEL Party none of the Debtors shall not sell, transfer or otherwise dispose, or offer to sell, transfer or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory in the ordinary course of business; business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in permitted by the ordinary course of business; and (iii) other sales of tangible items of Collateral that are not material. For purposes of the foregoing clause (h), the non-exclusive licensing of Collateral constituting Intellectual Property shall not constitute a sale, transfer or disposition of Collateral or an interest thereinCredit Agreement.