Common use of Covenants Regarding Collateral Generally Clause in Contracts

Covenants Regarding Collateral Generally. The Debtor further covenants with the Lender as follows: (a) the Collateral, to the extent not delivered to the Lender pursuant to Section 4 and except for sales of inventory in the ordinary course of business and dispositions and transfers permitted under the Credit Agreement, will be kept at those locations listed on Schedule 8(a) hereto, and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Lender, (b) except for the security interest herein granted and Permitted Liens, the Debtor shall be the owner of the Collateral free from any lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Lender, (c) except for Permitted Liens, the Debtor shall not pledge, mortgage or create, or suffer to exist any lien, security interest or other encumbrance in the Collateral in favor of any Person other than the Lender, (d) the Debtor shall keep the Collateral in good order and repair and will not use the same in material violation of law or any policy of insurance thereon, (e) the Debtor shall permit the Lender, or its designee, to inspect the Collateral at any reasonable time and upon reasonable notice, wherever located, (f) 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 to the extent required pursuant to the Credit Agreement, (g) the Debtor shall continue to operate its business in compliance in all material respects with all 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) 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 of inventory in the ordinary course of business and (ii) dispositions permitted by the Credit Agreement.

Covenants Regarding Collateral Generally. The Each Debtor further covenants with the Lender Secured Party as follows: (a) the Collateral, to the extent not delivered to the Lender Secured Party pursuant to Section 4 and except for sales of inventory in the ordinary course of business and dispositions and transfers as permitted under the Credit Agreementby Section 8(h) below, will be kept at such Debtor's place of business as set forth in the first paragraph hereof or those locations listed on in Schedule 8(a) 5 hereto, and the such Debtor will not remove the Collateral from such locations, without providing at least thirty fifteen (3015) days Business Days prior written notice to the LenderSecured Party, (b) except for the security interest herein granted and Permitted Liens, the such Debtor shall be the owner of the Collateral free from any lien, security interest or other encumbranceLien, and the such 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 LenderSecured Party, (c) except for other than Permitted Liens, the such 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 LenderSecured Party, (d) the such Debtor shall keep the Collateral in good order and repair and will not use the same in material violation of law any Applicable Law or any policy of insurance thereon, (e) the such Debtor shall permit the LenderSecured Party, or its designee, to inspect the Collateral pledged by it at any reasonable time and upon reasonable prior notice, wherever located, (f) the such 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 to the extent required pursuant to the Credit Agreementtherewith, (g) the such Debtor shall continue to operate its business in compliance in all material respects with all applicable provisions of federalApplicable Laws, 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) the such 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 permitted of obsolescent items of equipment in the ordinary course of business consistent with past practices and (i) 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 it shall not open or maintain any "deposit account" (as defined in Article 9 of the 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 (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 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 the 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 financial institution which, within such thirty (30) day period, enters into a control agreement with the Credit AgreementSecured Party satisfactory in form and substance to the Secured Party.

Covenants Regarding Collateral Generally. The Debtor Each CITEL Party further covenants with the Lender Secured Party as follows: (a) the Collateralexcept for items that are not material, to the extent not delivered to the Lender pursuant to Section 4 and except for sales as permitted by Section 8(h) below, tangible items of inventory in the ordinary course of business and dispositions and transfers permitted under the Credit Agreement, 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 on in Schedule 8(a) 5 hereto, and the Debtor such CITEL Party will not remove the Collateral from such locations, without providing at least thirty two (302) days Business Days' prior written notice to the LenderSecured Party, (b) except for the security interest herein granted and Permitted Liens, the Debtor such CITEL Party shall be the owner of own the Collateral free from any lien, security interest or other encumbranceLien, and the Debtor such CITEL Party 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 Lendersuch Lien therein, (c) except for other than Permitted Liens, the Debtor such CITEL Party 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 LenderSecured Party, (d) the Debtor except for items that are not material, such CITEL Party shall keep the tangible Collateral in good order and repair repair, ordinary wear and tear excepted, and will not use the same in material violation of law any Applicable Law or any policy of insurance thereon, (e) the Debtor such CITEL Party shall permit the LenderSecured Party, or its designee, to inspect the tangible Collateral at any reasonable time and during normal business hours upon reasonable prior notice, wherever located, (f) the Debtor 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 to the extent required therewith, except for such taxes, assessments, governmental charges and levies contested in good faith pursuant to the Credit Agreementappropriate procedures, (g) such CITEL Party shall use the Debtor shall continue to operate its business Collateral in compliance in all material respects with all 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 Applicable Laws and (h) the Debtor 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 business; and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions permitted by of obsolescent items of equipment in the Credit Agreementordinary 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. The Debtor Debtors further covenants covenant with the Lender Secured Party as follows: (a) the Collateral, to the extent not delivered to the Lender Secured Party pursuant to Section 4 and except for sales of inventory in the ordinary course of business and dispositions and transfers permitted under the Credit AgreementAgremeent, will be kept at those locations listed on Schedule 8(a) hereto, and the Debtor Debtors will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the LenderSecured Party, (b) except for the security interest herein granted and Permitted Liens, the Debtor Debtors shall be the owner owners of the Collateral free from any lien, security interest or other encumbrance, and the Debtor Debtors shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the LenderSecured Party, (c) except for Permitted Liens, the Debtor Debtors shall not pledge, mortgage or create, or suffer to exist any lien, security interest or other encumbrance in the Collateral in favor of any Person other than the LenderSecured Party, (d) the Debtor Debtors shall keep the Collateral in good order and repair and will not use the same in material violation of law or any policy of insurance thereon, (e) the Debtor Debtors shall permit the LenderSecured Party, or its designee, to inspect the Collateral at any reasonable time and upon reasonable notice, wherever located, (f) the Debtor 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 to the extent required pursuant to the Credit Agreement, (g) the each Debtor shall continue to operate its business in compliance in all material respects with all 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 statutes and ordinances, the failure with which to comply would not result in a Material Adverse Effect and (h) none of the Debtor 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 of inventory in the ordinary course of business and (ii) dispositions permitted by the Credit Agreement.

Covenants Regarding Collateral Generally. The Debtor further covenants with the Lender Secured Party as follows: (a) the Collateral, to the extent not delivered to the Lender Secured Party pursuant to Section 4 and except for sales of inventory in the ordinary course of business and dispositions and transfers as permitted under the Credit Agreementby Section 8(h) below, will be kept at the Debtor's place of business as set forth in the first paragraph hereof or those locations listed on in Schedule 8(a) 5 hereto, and the Debtor will not remove the Collateral from such locations, locations without providing at least thirty fifteen (3015) days Business Days prior written notice to the LenderSecured Party, (b) except for the security interest herein granted and Permitted Liens, the Debtor shall be the owner of the Collateral free from any lien, security interest or other encumbrance, Lien and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the LenderSecured Party, (c) except for other than Permitted Liens, the Debtor shall not pledge, mortgage or create, or suffer to exist any lien, security interest or other encumbrance Lien in the Collateral in favor of any Person other than the LenderSecured Party, (d) the Debtor shall keep the Collateral in good order and repair and will not use the same in material violation of law any Applicable Law or any policy of insurance thereon, (e) the Debtor shall permit the LenderSecured Party, or its designee, to inspect the Collateral at any reasonable time and upon reasonable prior notice, wherever located, (f) 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 to the extent required pursuant to the Credit Agreementtherewith, (g) the Debtor shall continue to operate its business in compliance in all material respects with all applicable provisions of federalApplicable Laws, 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) 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 and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions permitted of obsolescent items of equipment in the ordinary course of business consistent with past practices and (i) 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 it shall not open or maintain any "deposit account" (as defined in Article 9 of the 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 (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 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 the 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 financial institution which, within such thirty (30) day period, enters into a control agreement with the Credit AgreementSecured Party satisfactory in form and substance to the Secured Party.